Exhibit 10.1


    
      

      

    

     

    Exhibit
      10.1

    LOAN
      AGREEMENT* 

    
In
      San
      Juan, Puerto Rico on the fourteenth (14th)
      of June
      of two thousand and five (2005).

    


    APPEAR:

    


    AS
      PARTY OF THE FIRST PART: MARGO CARIBE, INC.
      (hereafter the “DEBTOR”), a corporation organized and existing under the laws of
      Puerto Rico, with employer tax identification number 66-0550881, represented
      in
      this act by its president, MICHAEL
      JOSEPH SPECTOR MILLER,
      with
      social security number ###-##-####, of legal age, married, proprietor and
      resident of Dorado, Puerto Rico, who represents and warrants that he is duly
      authorized to represent the DEBTOR in this agreement, to which he commits to
      proving, when and as often as necessary; and

    


    AS
      PARTY OF THE SECOND PART: DORAL BANK
      (hereafter “DORAL”), a banking corporation organized and existing under the laws
      of Puerto 

    Rico,
      with employer tax identification number 66-0387312, represented in this act
      by
      its Executive Vice President, ROLANDO
      RODRÍGUEZ MANCEBO,
      with
      social security number ###-##-####, of legal age, married, banker and resident
      of Guaynabo, Puerto Rico, who represents and warrants that he is duly authorized
      to represent DORAL in this agreement, to which he commits to proving, when
      and
      as often as necessary, and

    


    DECLARE,
      CONVENE AND PROMISE AS FOLLOWS:

    


    FIRST:
      The
      DEBTOR represents and warrants that it is owner of one hundred percent (100%)
      of
      the common stock issued and outstanding of Garrochales Construction and
      Development Corporation (hereafter “GARROCHALES”), a corporation organized and
      existing under the laws of Puerto Rico, with employer tax identification number
      66-0590274, and that GARROCHALES is owner in full and absolute right of the
      real
      estate described in Addendum I of this agreement, which will hereafter be called
      “PROPERTY 1” in this agreement.

    


    SECOND:
      The
      DEBTOR represents and warrants that GARROCHALES is owner in absolute fee simple
      of the property described in Addendum II of this agreement, which will hereafter
      be called “PROPERTY 2” in this agreement.

    


    THIRD:
      The
      DEBTOR represents and warrants that GARROCHALES is owner in absolute fee simple
      of the property described in Addendum III of this agreement, which will
      hereafter be called “PROPERTY 3” in this agreement.

    


    FOURTH:
      The
      DEBTOR represents and warrants that it is owner of one hundred percent (100%)
      of
      the common stock issued and outstanding of Margo State Line, Inc. (hereafter
      “MARGO”) a corporation duly organized under the laws of the state of Florida,
      United States of North America, and that MARGO is owner in absolute fee simple
      of the property described in Addendum IV of this agreement, which will hereafter
      be called “PROPERTY 4” in this agreement.

     

    
      

    

    *  This is an English translation
      of
      the original Loan Agreement entered into between Margo Caribe, Inc. and Doral
      Bank.  Pursuant to Rule 306 of Regulation S-T, a signed original of
      the
      original Loan Agreement has been retained by the Company and will be furnished
      to the Securities and Exchange Commission upon request.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    FIFTH:
      The
      DEBTOR has requested of DORAL a loan or financing of a revolving credit line,
      for the principal sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
      ($3,500,000). The DEBTOR represents and warrants to Doral that the product
      of
      this revolving credit line will be used exclusively for the purposes that appear
      on the sheet attached to this agreement, which is incorporated herein as
Addendum
      V
      and
      subject to the contents of Addendum
      V.

    


    SIXTH:
      By
      virtue of all the aforementioned in this agreement, DORAL commits to granting
      to
      the DEBTOR and the DEBTOR in turn to receiving from DORAL the financing or
      loan
      described below in this agreement, all under the arrangement of the
      following

    


    TERMS
      AND CONDITIONS:

    


    
      	
              6.1

            	
              Amount
                of the revolving credit
                line:

            


    

    


    The
      revolving credit line, (hereafter the “LOAN”) will be in the principal amount of
      THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000). Under the LOAN, the
      DEBTOR may take the loans it requests, subject to the conditions of this
      agreement and as long as the total balance of the principal of the debt under
      the LOAN does not exceed the sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
      ($3,500,000).

    


    
      	
              6.2

            	
              Debtor:
                

            


    

    


    The
      LOAN
      will be granted by DORAL to the DEBTOR, that is, to the Puerto Rico corporation
      MARGO CARIBE, INC., (employer tax identification number
      66-0550881).

    


    
      	
              6.3

            	
              Interest:
                

            


    

    


    Subject
      to the provisions of section 3.10 of this agreement, the unpaid balance of
      the
      principal amount of the LOAN will accrue interest at a variable rate, equivalent
      at all times to TWO POINT SEVENTY FIVE PERCENT (2.75%) (two hundred and seventy
      five (275) basis points) over the London Interbank Offered Rate (LIBOR),
      adjusted every ninety (90) days. Any change in the referenced interest rate
      will
      produce a change in the interest rate of the LOAN, which will be effective
      on
      the same day of the change of the referenced interest rate. After maturity
      or in
      the event of default in the payment of the principal or the interest of the
      LOAN
      within ten (10) natural days following its maturity, and as long as the default
      remain uncured, the annual interest rate of the LOAN will increase by two
      hundred (200) basis points. In the event of any other default by the DEBTOR
      of
      any of the terms and conditions of this agreement which is not resolved within
      ten (10) natural days following its occurrence, and as long as the default
      remain uncured, the annual interest rate of the LOAN will increase by two
      hundred (200) basis points.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    


    


    
      	
              6.4

            	
              Maturity
                and Form of Payment 

            


    

    


    The
      interests on the funds owed under of the LOAN will be paid monthly, by monthly
      installments due the last natural day of each month during the term of this
      agreement, beginning on the last day of the month immediately following the
      execution of this agreement, when the first payment of interest for the time
      elapsed from the date of execution of this agreement until the last natural
      day
      of the month immediately following the execution of this agreement.

    


    The
      LOAN
      will mature in twenty four (24) months commencing on the date of execution
      of
      this agreement. See section 4.10 of this agreement. The LOAN will be due,
      therefore, on June fourteenth (14) two thousand seven (2007).

    


    
      	
              6.5

            	
              Bank
                Fee:

            


    

    


    DORAL
      will charge a non refundable bank fee in the amount of THIRTY FIVE THOUSAND
      DOLLARS ($35,000). This commission will be included in the first disbursement
      of
      the LOAN, earned completely by DORAL at that moment and deducted and charged
      by
      DORAL from the product of the disbursement of the LOAN. Such fee will not be
      refundable.

    


    
      	
              6.6

            	
              Use
                of Funds:

            


    

    


    The
      funds
      product of the LOAN will be used by the DEBTOR only and exclusively for the
      purposes that appear in the sheet attached to this agreement, and made a part
      hereof as Addendum
      IV
      and
      subject to the content of Addendum
      IV.

    


    
      	
              6.7

            	
              Penalty
                for Late Payment and Increase in Interest Rate upon
                Default:

            


    

    


    The
      DEBTOR will pay DORAL an amount equal to FIVE PERCENT (5%) for any installment
      of principal and/or interests of the LOAN paid ten (10) natural days or more
      after its maturity. In the event any default in the payment of any installment
      of the principal or interests of the LOAN that continues ten (10) natural days
      or more after its maturity, or any default by the DEBTOR under this agreement
      or
      any of the other documents subscribed or to be subscribed by the DEBTOR in
      connection with this agreement, not cured within ten (10) natural days after
      its
      occurrence, and as long as such default remains uncured, the interest rate
      of
      the LOAN will increase by 200 basis points.

    


    
      	
              6.8

            	
              Collateral
                and Guarantee:

            


    

    


    THE
      LOAN
      will have the following collateral and guarantees:

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              a.

            	
              Guaranteed
                first lien in favor of DORAL and a first priority security interest
                in
                favor of DORAL over mortgage promissory note (hereafter the “MORTGAGE
                PROMISSORY NOTE OF $2,025,000”) to the order of DORAL, issued by
                GARROCHALES, for the principal amount of TWO MILLION TWENTY FIVE
                THOUSAND
                DOLLARS ($2,025,000), guaranteed with a first mortgage (hereafter
                MORTGAGE
                OF $2,025,000) over PROPERTY 1, constituted by deed number thirty
                three
                (33), granted in San Juan, Puerto Rico, the fourteenth (14) of June
                of two
                thousand five, (2005), before the notary public Francisco Pujol
                Meneses.

            


    

    


    
      	 	
              b.

            	
              Guaranteed
                first lien in favor of DORAL and a first priority security interest
                in
                favor of DORAL over mortgage promissory note (hereafter the “MORTGAGE
                PROMISSORY NOTE OF $475,000”) to the order of DORAL, issued by
                GARROCHALES, for the principal amount of FOUR HUNDRED SEVENTY FIVE
                THOUSAND DOLLARS ($475,000), guaranteed with a first mortgage (hereafter
                MORTGAGE OF $475,000) over PROPERTY 2, constituted by deed number
                thirty
                three (34), granted in San Juan, Puerto Rico, the fourteenth (14)
                of June
                of two thousand five, (2005), before the notary public Francisco
                Pujol
                Meneses.

            


    

    


    
      	 	
              c.

            	
              Guaranteed
                first lien in favor of DORAL and a first priority security interest
                in
                favor of DORAL over mortgage promissory note (hereafter the “MORTGAGE
                PROMISSORY NOTE OF $500,000”) to the order of DORAL, issued by
                GARROCHALES, for the principal amount of FIVE HUNDRED FIVE THOUSAND
                DOLLARS ($500,000), guaranteed with a first mortgage (hereafter MORTGAGE
                OF $500,000) over PROPERTY 3, constituted by deed number three (3),
                granted in San Juan, Puerto Rico, the twenty fifth (25) of January
                of two
                thousand two, (2002), before the notary public Rebecca Cuevas
                Fontán.

            


    

    


    
      	 	
              d.

            	
              Guaranteed
                first lien in favor of DORAL and a first priority security interest
                in
                favor of DORAL over mortgage promissory note (hereafter the “MORTGAGE
                PROMISSORY NOTE OF $450,000”) to the order of DORAL, issued by MARGO, for
                the principal amount of FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000),
                guaranteed with a first mortgage (hereafter MORTGAGE OF $450,000)
                over
                PROPERTY 4.

            


    

    


    
      	 	
              e.

            	
              Guaranteed
                first lien in favor of DORAL and a first priority security interest
                in
                favor of DORAL over promissory note (hereafter the “PROMISSORY NOTE OF
                $3,000,000”) to the order of the GUARANTORS (as this term is defined below
                in this agreement), issued by the DEBTOR, for the principal amount
                of TREE
                MILLION DOLLARS ($3,000,000) the twenty third (23) day of May of
                two
                thousand five (2005), maturing on the first (1) of May of two thousand
                ten
                (2010). Copy of the PROMISORRY NOTE FOR $3,000,000 is annexed to
                this
                agreement, and made a part hereof as Addendum
                VI.

            


    

     

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


     

    
      	 	
              f.

            	
              Title
                insurance policy in favor of DORAL, issued by a title insurance company
                acceptable to DORAL, insuring the MORTGAGE OF $2,025,000 as a first
                mortgage on PROPERTY 1 for a total principal amount of TWO MILLION
                TWENTY
                FIVE THOUSAND DOLLARS ($2,025,000).

            


    

    


    
      	 	
              g.

            	
              Title
                insurance policy in favor of DORAL, issued by a title insurance company
                acceptable to DORAL, insuring the MORTGAGE OF $475,000 as a first
                mortgage
                on PROPERTY 2 for a total principal amount of FOUR HUNDRED SEVENTY
                FIVE
                THOUSAND DOLLARS ($475,000).

            


    

    


    
      	 	
              h.

            	
              Title
                insurance policy in favor of DORAL, issued by a title insurance company
                acceptable to DORAL, insuring the MORTGAGE OF $500,000 as a first
                mortgage
                on PROPERTY 3 for a total principal amount of FIVE HUNDRED THOUSAND
                DOLLARS ($500,000).

            


    

    


    
      	 	
              i.

            	
              Title
                insurance policy in favor of DORAL, issued by a title insurance company
                acceptable to DORAL, insuring the MORTGAGE OF $450,000 as a first
                mortgage
                on PROPERTY 4 for a total principal amount of FOUR HUNDRED FIFTY
                THOUSAND
                DOLLARS ($450,000).

            


    

    


    
      	
              6.9

            	
              Due
                Dates and Advance
                Payment:

            


    

    


    The
      LOAN
      will mature in its entirety on June fourteen (14) two thousand seven (2007)
      and
      shall be payable as provided in section 6.4 of this agreement.

    


    In
      the
      event of any prepayment for the total amount of the LOAN before its maturity
      with the product of any refinancing (except for refinancing granted by DORAL
      and/or entities affiliated to DORAL), the DEBTOR will be obligated to pay DORAL
      a non refundable penalty equal to ONE POINT FIVE PERCENT (1.5%) annually on
      the
      unpaid balance of the LOAN at the moment of prepayment until the maturity of
      the
      LOAN. This penalty for prepayment will be paid by the DEBTOR to DORAL
      simultaneously with the prepayment of the LOAN. 

    


    
      	
              6.10

            	
              Changes
                in Laws or Regulations Applicable to
                Doral:

            


    

    


    In
      the
      event of an increase in cost of funds to Doral as a result of any change in
      a
      law, rule, or regulation that becomes effective after the date of the execution
      of this agreement and which is applicable to DORAL, the interest rate of the
      LOAN will increase after the date in which the law, rule or regulation becomes
      effective. This increase in the interest rate of the LOAN will be only the
      amount sufficient for DORAL to recover the increase in the cost of its funds
      through the increased interest rate, in one part of said funds, equal at all
      times to the unpaid balance of the LOAN’s principal.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    


    
      	6.11	
              Source
                of Payment

            


    

    


    The
      DEBTOR contemplates paying the loan with funds provided by the following sources
      or a combination of the same:

    


    
      	 	
              a.

            	
              A
                refinancing of the LOAN on or before its maturity. The parties appearing
                herein acknowledge, recognize and accept that neither DORAL nor its
                related or affiliated entities have the moral or legal obligation
                of any
                kind to grant or disburse the aforementioned refinancing, as well
                as that
                the DEBTOR’s obligation to pay the LOAN upon maturity is in no way
                conditioned to the approval, concession, or disbursement of said
                refinancing.

            


    

    


    
      	 	
              b.

            	
              Other
                funds of the DEBTOR or the GUARANTORS or any of
                them.

            


    

    


    
      	 	
              c.

            	
              The
                product of the sale of PROPERTY 1 or part(s) of the
                same

            


    

    


    
      	 	
              d.

            	
              The
                product of the sale of PROPERTY 2 or part(s) of the
                same

            


    

    


    
      	 	
              e.

            	
              The
                product of the sale of PROPERTY 3 or part(s) of the
                same

            


    

    


    
      	 	
              f.

            	
              The
                product of the sale of PROPERTY 4 or part(s) of the
                same

            


    

    


    
      	
              6.12

            	
              Disbursement
                of the Loan and Promissory
                Note:

            


    

    


    DORAL
      has
      disbursed the LOAN in its entirety in a manner satisfactory to the DEBTOR,
      simultaneously with the granting of this agreementt, with the deductions and/or
      retentions described in Addendum
      V
      of this
      agreement, if any, and the DEBTOR so acknowledges and accepts.

    


    
      	6.13	
              Promissory
                Note:

            


    

    


    The
      funds
      owed and to be owed under this LOAN have been evidenced by a promissory note
      issued at this same date by the DEBTOR to the order DORAL, for the principal
      amount of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000). A copy
      of
      said promissory note is attached as Addendum VI of this agreement and made
      a
      part hereof. DORAL acknowledges receipt of the original promissory note (the
      “CASHIER’S NOTE”) by appearing in this agreement. In the grid attached to the
      CASHIER’S NOTE, all disbursements and payments of the owed funds under the LOAN
      will be annotated. DORAL is under no obligation to disburse funds to the DEBTOR
      under the LOAN in the event of default by the DEBTOR with this agreement and/or
      any other contracts granted by the DEBTOR in connection with this agreement
      and/or transactions and/or business object of the same.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    


    
      	
              6.14

            	
              Representations
                and Warranties of the
                DEBTOR:

            


    

    


    To
      induce
      DORAL to grant the LOAN to the DEBTOR, the DEBTOR represents and warrants DORAL
      the following:

    


    
      	 	
              a.

            	
              The
                provisions of sections FIRST, SECOND, THIRD, FOURTH, and FIFTH of
                this
                agreement are correct and true and nothing in those sections is
                misleading.

            


    

    


    
      	 	
              b.

            	
              The
                DEBTOR has the legal capacity to take the LOAN, enter into this agreement,
                subscribe and deliver the CASHIER’S NOTE, the PROMISSORY NOTE for
                $3,000,000 and all the other documents, if any, in connection with
                the
                LOAN and/or the guarantees or collaterals of the same and subscribed
                by
                the DEBTOR.

            


    

    


    
      	 	
              c.

            	
              GARROCHALES
                has the legal capacity to subscribe and deliver the MORTGATE PROMISSORY
                NOTE for $2,025,000, the MORTGATE PROMISSORY NOTE for $475,000, the
                MORTGATE PROMISSORY NOTE for $500,000, the MORTGAGE of $2,025,000,
                the
                MORTGAGE of $475,000, the MORTGAGE of $500,000, the PROMISSORY NOTE
                for
                $3,000,000 and all other documents, if any, in connection with the
                LOAN
                and/or the guarantees or collaterals of the same and subscribed by
                GARROCHALES.

            


    

    


    
      	 	
              d.

            	
              MARGO
                has the legal capacity to subscribe and deliver the MORTGATE PROMISSORY
                NOTE for $450,000, the MORTGAGE of $450,000, and all other documents,
                if
                any, in connection with the LOAN and/or the guarantees or collaterals
                of
                the same and subscribed by MARGO.

            


    

    


    
      	 	
              e.

            	
              The
                GUARANTORS have the legal capacity necessary to execute the documents
                subscribed or to be subscribed by the GUARANTORS in connection with
                the
                loan, if any, to personally and jointly and severally solidarity
                guarantee
                the LOAN, and subscribe documents to guarantee the LOAN jointly and
                severally.

            


    

    


    
      	 	
              f.

            	
              Nothing
                in this agreement or in any other document in connection with the
                LOAN
                and/or its collaterals or guarantees violates any provision of contract(s)
                or agreement(s) that obligate or bind the DEBTOR or contained in
                the
                documents through which the DEBTOR was
                created.

            


    

    


    
      	 	
              g.

            	
              Nothing
                in this agreement or in any other document in connection with the
                LOAN
                and/or its collaterals or guarantees violates any law(s), rule(s),
                regulation(s), norm(s), sentence(s), decree(s) or similar instrument(s)
                that obligate or bind the DEBTOR.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              h.

            	
              The
                DEBTOR is a corporation duly constituted and doing business and in
                good
                standing in accordance with the laws of Puerto Rico and its president
                is
                MICHAEL JOSEPH SPECTOR MILLER.

            


    

    


    
      	 	
              i.

            	
              MICHAEL
                JOSEPH SPECTOR MILLER is duly authorized by the Board of Directors
                of the
                DEBTOR to appear in this agreement in representation of the DEBTOR,
                as
                well as in all other documents granted or to be granted by the DEBTOR
                in
                connection with this LOAN.

            


    

    


    
      	 	
              j.

            	
              MARGO
                is a corporation duly constituted and doing business and in good
                standing
                in accordance with the laws of the state of Florida, United States
                of
                America.

            


    

    


    
      	 	
              h.

            	
              GARROCHALES
                is a corporation duly constituted and doing business and in good
                standing
                in accordance with the laws of Puerto
                Rico.

            


    

    


    
      	 	
              j.

            	
              MICHAEL
                JOSEPH SPECTOR MILLER is duly authorized by the Board of Directors
                of
                MARGO to appear in representation of MARGO in all documents entered
                into
                or to be entered into by MARGO in connection with this
                LOAN.

            


    

    


    
      	 	
              l.

            	
              MICHAEL
                JOSEPH SPECTOR MILLER is duly authorized by the Board of Directors
                of
                GARROCHALES to appear in representation of GARROCHALES in all documents
                entered into or to be entered into by GARROCHALES in connection with
                this
                LOAN.

            


    

    


    
      	 	
              m.

            	
              This
                agreement, the CASHIER’S NOTE, the PROMISSORY NOTE for $3,000,000 and
                other documents, if any, subscribed by the DEBTOR in connection with
                this
                LOAN and/or its collaterals or guarantees, are valid and obligate
                and bind
                the DEBTOR.

            


    

    


    
      	 	
              n.

            	
              The
                MORTGAGE of $2,025,000, the MORTGAGE of $475,000, the MORTGAGE of
                $500,000, the MORTGATE PROMISSORY NOTE for $2,025,000, the MORTGATE
                PROMISSORY NOTE for $475,000, the MORTGATE PROMISSORY NOTE for $500,000,
                the PROMISSORY NOTE for $3,000,000 and all other documents, if any,
                subscribed by GARROCHALES in connection with the LOAN and/or the
                collaterals or guarantees are valid and obligate and bind
                GARROCHALES.

            


    

    


    
      	 	
              o.

            	
              The
                MORTGAGE of $450,000, the MORTGATE PROMISSORY NOTE for $450,000,
                and all
                other documents, if any, subscribed by MARGO in connection with the
                LOAN
                and/or the collaterals or guarantees are valid and obligate and bind
                MARGO.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              p.

            	
              There
                is no litigation, suits, judicial actions, or claims or similar
                proceedings pending against the DEBTOR, the GUARANTORS, MARGO,
                GARROCHALES, some or any of them, be it in the courts of justice
                or
                administrative agencies, or arbitration forums or anything similar,
                which
                either individually or in conjunction, will result in adverse material
                change(s) in the business or operations or financial condition of
                the
                DEBTOR, the GUARANTORS, MARGO, GARROCHALES, some or any of them and
                there
                is no threat of such litigation, suit, judicial action or claim or
                similar
                proceedings.

            


    

    


    
      	 	
              q.

            	
              The
                DEBTOR, nor the GUARANTORS, nor MARGO nor GARROCHALES are insolvent
                or
                incapable of paying their respective debts on their respective
                maturities.

            


    

    


    
      	 	
              r.

            	
              There
                is no bankruptcy, reorganization or similar proceedings filed by
                or
                against the DEBTOR, the GUARANTORS, MARGO, GARROCHALES or some or
                any of
                them.

            


    

    


    
      	 	
              s.

            	
              The
                MORTGAGE of $2,025,000 has a rank of first mortgage and is not
                subordinated to any other charge or mortgage lien. The MORTGAGE of
                $475,000 has a rank of first mortgage and is not subordinate to any
                other
                charge or mortgage lien. The MORTGAGE of $500,000 has a rank of first
                mortgage and is not subordinate to any other charge or mortgage lien.
                The
                MORTGAGE of $450,000 has a rank of first mortgage and is not subordinate
                to any other charge or mortgage
                lien.

            


    

    


    
      	 	
              t.

            	
              All
                territory taxes or property taxes corresponding to the Property (as
                this
                term is defined further on in this agreement) are current and no
                arrears
                are owed due to the same or for interests, charges, or penalties
                relative
                to such.

            


    

    


    
      	 	
              u.

            	
              PROPERTY
                1 and PROPERTY 2 were appraised together on the tenth (10) of February
                of
                two thousand five (2005) by the appraising firm of Beverly &
                Associates, PCS in the sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
                ($2,500,000). PROPERTY 3 was appraised on the tenth (10) of February
                of
                two thousand five (2005) by the appraising firm of Beverly &
                Associates, PCS in the sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000).
                PROPERTY 3 was appraised by an appraiser acceptable to DORAL at a
                sum
                acceptable to DORAL.

            


    

    


    
      	 	
              v.

            	
              The
                premiums of all the insurance policies mentioned in this agreement
                have
                been paid and said policies are fully valid and in
                effect.

            


    

    


    
      	 	
              w.

            	
              The
                DEBTOR maintains its accounting books and files in Puerto
                Rico.

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              x.

            	
              GARROCHALES
                is the owner of the MORTGAGE PROMISSORY NOTE OF $2,025,000 and, other
                than
                in favor of DORAL, it has no lien, mortgage, or transfer of any kind
                and
                GARROCHALES is the absolute fee simple owner of PROPERTY 1. GARROCHALES
                is
                the owner of the MORTGAGE PROMISSORY NOTE OF $475,000 and, other
                than in
                favor of DORAL, it has no lien, mortgage, or transfer of any kind
                and
                GARROCHALES is the absolute fee simple owner of PROPERTY 2. GARROCHALES
                is
                the owner of the MORTGAGE PROMISSORY NOTE OF $500,000 and, other
                than in
                favor of DORAL, it has no lien, mortgage, or transfer of any kind
                and
                GARROCHALES is the absolute fee simple owner of PROPERTY
                3.

            


    

    


    
      	 	
              y.

            	
              MARGO
                is the owner of the MORTGAGE PROMISSORY NOTE OF $450,000 and, other
                than
                in favor of DORAL, it has no lien, mortgage, or transfer of any kind
                and
                MARGO is the absolute fee simple owner of PROPERTY
                4.

            


    

    


    
      	 	
              z.

            	
              The
                pledges liens and the interests guaranteed in favor of DORAL as described
                in sections 6.8(a), 6.8(b), 6.8(c), 6.8(d), and 6.8(c) are in first
                degree
                and are not junior or subordinate to charge, lien, or guaranteed
                interest
                of any kind, except for those mentioned in the aforementioned sections,
                if
                any.

            


    

    


    
      	 	
              aa.

            	
              The
                improvements, surface, and subsoil of PROPERTY 1, of PROPERTY 2,
                of
                PROPERTY 3, and of PROPERTY 4, and the improvements, surface, and
                subsoil
                of the other real estate properties belonging to the DEBTOR and/or
                MARGO
                and/or GARROCHALES will be jointly called hereafter in this agreement,
                the
                PROPERTY. The PROPERTY is not contaminated with any kind of dangerous
                substance. No kind of dangerous substance emanation has been provoked
                on
                the PROPERTY. After careful research and investigation by the DEBTOR,
                the
                DEBTOR represents, warrants, and assures that, according to the available
                data, there has never been and there is no emanation of dangerous
                substances of any kind on the PROPERTY. The PROPERTY is not the object
                of
                a lien, transaction, claim, complaint, liability or suit of any kind
                (be
                it federal, state, or municipal in character) relative to the Superfund
                or
                that has as an ends the cleaning, elimination, or remedy of any dangerous
                substance that may be found on the PROPERTY, nor does there exist
                a threat
                or the probability that such a situation should arise. There are
                no
                asbestos on the PROPERTY. There is no subterranean storage tank on
                the
                PROPERTY. The PROPERTY is not subject to any liability relative to
                the
                Superfund due to cleaning, elimination, or remedy of dangerous substances
                or of responsibility, cost, or payment resulting from the elimination
                of
                subterranean storage tanks or asbestos from the PROPERTY. The DEBTOR
                will
                indemnify, defend and compensate DORAL for fines, penalties, loss,
                costs,
                and expenses (among them, unlimited legal fees) that arise or result
                as a
                direct or indirect consequence of incorrectness or inexactitudes
                of some
                or any of the representations or warranties made by the DEBTOR to
                DORAL or
                of default by the DEBTOR in its obligations with DORAL relative to
                dangerous substances on the PROPERTY. Be it clear that the PROPERTY
                includes its surface, subsoil and anything found therein. Said indemnity
                will continue beyond the execution of this agreement. The terms Dangerous
                Substances and emanations as used herein, have the same meaning and
                definitions indicated in sections fourteen (14), twenty-two (22)
                and
                twenty-three (23), respectively, of Title Forty-Two (42) United States
                Code (U.S.C.) sections nine thousand six hundred and one (9601) and
                subsequent ones, and in the laws of the Commonwealth of Puerto Rico,
                with
                the understanding that the term Dangerous Substance, as used in this
                text,
                covers Hazardous Wastes as defined in forty-two (42) U.S.C., section
                six
                thousand nine hundred three (6903), and petroleum, defined in forty-two
                (42) U.S.C. six thousand nine hundred ninety one (6991). The term
                Superfund, as used in this text means Comprehensive Environmental
                Response, Compensation, and Liability Act, as amended, and any similar
                law
                promoted by the Commonwealth of Puerto Rico applicable to the Property
                or
                its subsoil, included without limitations, the laws of the Commonwealth
                of
                Puerto Rico, and all rules and regulations promoted, administrated
                or
                applied by any government organization or dependency with arrangements
                with them. The term underground storage tank, as used here, has the
                same
                meaning and the same definition as those indicated in forty-two (42)
                U.S.C., six thousand nine hundred ninety one
                (6991).

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              bb.

            	
              The
                DEBTOR is duly authorized and has the necessary legal capacity to
                be owner
                of its properties and to conduct business as it currently does and
                has all
                required licenses and permits to do so, if any be
                required.

            


    

    


    
      	 	
              cc.

            	
              All
                improvements and constructions that the DEBTOR or its contractors
                and/or
                principals and/or agents make to PROPERTY 1, PROPERTY 2, PROPERTY
                3, or
                PROPERTY 4, will be performed in accordance with its blueprints and
                specifications with all the necessary endorsements, permits, and
                approvals
                from those government agencies with jurisdiction over them and all
                laborers and employees who work in them will be covered by the
                corresponding policies from the State Insurance Fund and Chaffer’s
                Insurance, if it applies, and the premiums of these policies will
                be kept
                current and up to date.

            


    

    


    
      	 	
              dd.

            	
              The
                DEBTOR’s only stockholders are the GUARANTORS. MARGO’s only stockholder is
                the DEBTOR. GARROCHALES has the same stockholders as the DEBTOR.
                GARROCHALES’s only stockholder is the
                DEBTOR.

            


    

    


    
      	6.15	
              Obligations
                of the DEBTOR

            


    

    To
      induce
      DORAL to grant the DEBTOR the LOAN, the DEBTOR promises the following as long
      as
      any amount of principal or interest is still owed by virtue of this
      LOAN:

    


    
      	 	
              a.

            	
              Will
                maintain or cause to maintain in full force and effect policies covering
                the PROPERTY for fire, earthquake, hurricane, flood, vandalism, theft,
                extended coverage, and builder’s risk, as applicable, as well as public
                liability policies for injuries to the person or damage to the property
                suffered or caused on the PROPERTY, issued by solvent insurance companies
                acceptable to DORAL, for minimum coverage amounts acceptable to
                DORAL.

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              b.

            	
              Will
                include or cause that DORAL be included as additional insured in
                the
                policies mentioned in section 6.15(a) of this agreement relative
                to
                PROPERTY 1, PROPERTY 2, PROPERTY 3, or PROPERTY 4 along with the
                DEBTOR as
                their respective interest may
                appear.

            


    

    


    
      	 	
              c.

            	
              Will
                send or cause to be sent to DORAL complete copies of all insurance
                policies mentioned in section 5.15(a) of this agreement, of all renewals
                and evidence of punctual payment of their
                premiums.

            


    

    


    
      	 	
              d.

            	
              Will
                cause guaranteed interests that form part of the collateral or guarantee
                of the LOAN be informed immediately to the State Department through
                the
                corresponding Financial Statements.

            


    

    


    
      	 	
              e.

            	
              Will
                request that the insurance companies that issued or issue all the
                aforementioned insurance policies notify DORAL of any changes, renewals
                or
                cancellations of said policies, as well as any arrears of delay in
                the
                payment of their premiums.

            


    

    


    
      	 	
              f.

            	
              The
                DEBTOR will cause GARROCHALES not to sell or transfer PROPERTY 1,
                PROPERTY
                2, PROPERTY 3, or and that GARROCHALES and/or the DEBTOR do not sell
                or
                transfer the rest of the PROPERTY, except through bona fide transactions
                with persons not related or affiliated to MARGO and/or the DEBTOR
                and
                through the consideration of sufficient payment to reflect the fair
                market
                value of the property sold or
                transferred.

            


    

    


    
      	 	
              g.

            	
              The
                DEBTOR will ensure that MARGO does not sell or transfer PROPERTY
                3 except
                through bona fide transactions with persons not related or affiliated
                to
                MARGO and/or the DEBTOR and through the consideration of sufficient
                payment to reflect the fair market value of the property sold or
                transferred.

            


    

    


    
      	 	
              h.

            	
              The
                DEBTOR will not sell or transfer the PROPERTY except through bona
                fide
                transactions with persons not related or affiliated to the DEBTOR
                and
                through the consideration of sufficient payment to reflect the fair
                market
                value of the property sold or
                transferred.

            


    

    


    
      	 	
              i.

            	
              The
                DEBTOR will cause GARROCHALES not to sell PROPERTY 1 without the
                previous
                written consent from DORAL. The DEBTOR will cause GARROCHALES not
                to sell
                PROPERTY 2 without the previous written consent from DORAL. The DEBTOR
                will cause GARROCHALES not to sell PROPERTY 3 without the previous
                written
                consent from DORAL. The DEBTOR will cause MARGO not to sell PROPERTY
                4
                without the previous written consent from
                DORAL.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              j.

            	
              Will
                maintain or cause to maintain territory taxes or the corresponding
                property taxes for the PROPERTY.

            


    

    


    
      	 	
              k.

            	
              Will
                ensure that the PROPERTY and all its improvements be maintained in
                good
                state of conservation and
                maintenance.

            


    

    


    
      	 	
              l.

            	
              In
                general, all payments of debts will be kept current and up to date
                as well
                as in compliance with all obligations, including the necessary permits
                and
                licenses, if any, to be owner of its assets and to operate its
                businesses.

            


    

    


    
      	 	
              m.

            	
              Will
                comply with all laws, rules, regulations, norms, decrees, sentences,
                resolutions, and similar instruments that may
                apply.

            


    

    


    
      	 	
              n.

            	
              Will
                pay the principal and interests of the LOAN on
                time.

            


    

    


    
      	 	
              o.

            	
              Will
                grant clarifying motions or other additional documents deemed necessary
                so
                that guaranteed liens and interests that are a part of the collateral
                or
                LOAN guarantee be valid and
                binding.

            


    

    


    
      	 	
              p.

            	
              Will
                not deposit or spill nor will permit the depositing or spilling of
                Dangerous Substances on the
                PROPERTY.

            


    

    


    
      	 	
              q.

            	
              Will
                not transfer, mortgage, lien, or assign, except in favor of DORAL,
                the
                securities and assets that are a part of the collateral or guarantee
                of
                the LOAN. Will cause MARGO not to transfer, mortgage, lien, or cede,
                except in favor of DORAL, the securities and assets that are a part
                of the
                collateral or guarantee of the LOAN. Will cause GARROCHALES not to
                transfer, mortgage, lien, or assign, except in favor of DORAL, the
                securities and assets that are a part of the collateral or guarantee
                of
                the LOAN.

            


    

    


    
      	 	
              r.

            	
              Will
                maintain a checking account with DORAL
                BANK.

            


    

    


    
      	 	
              s.

            	
              Will
                pay or ensure the immediate payment of all legal fees relative to
                the LOAN
                documents, as well as seals on any Financing Statement(s) in connection
                with the LOAN submitted to the State Department of Puerto Rico, as
                well as
                expenses for the study of deed titles for PROPERTY 1, PROPERTY 2,
                PROPERTY
                3 and PROPERTY 4.

            


    

    


    
      	 	
              t.

            	
              Will
                maintain files, documents, and accounting books in Puerto Rico and
                will
                submit to DORAL its financial statements every quarter, and if so
                required
                by DORAL, will make accessible its books to be examined and audited
                by
                DORAL.

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              u.

            	
              Will
                send or ensure delivery to DORAL annually, the DEBTOR’s financial
                statements. For financial statements of natural persons, these should
                be
                sent to DORAL on or before the fifteenth (15th
                )
                of April of each year. Likewise, those financial statements pertaining
                to
                legal entities should be sent to DORAL within ninety (90) natural
                days
                following the end of the fiscal year of the legal entity to whom
                the
                financial statements correspond. The financial statements will include
                a
                certification by the accountant in charge of their preparation indicating
                that according to the accountant’s best knowledge and understanding, and
                in his/her opinion, the DEBTOR is not defaulting or indefault with
                its
                obligations under this agreement and all other documents in connection
                with this LOAN and/or its guarantees or
                collaterals.

            


    

    


    
      	 	
              v.

            	
              Will
                maintain or cause to be maintained all policies with the State Insurance
                Fund and Chauffer’s Insurance mentioned in section 6.14(cc) of this
                agreement are current and valid and that all premiums are
                paid.

            


    

    


    
      	 	
              w.

            	
              Will
                defend, indemnify and keep DORAL and its stockholders, directors,
                officers, employees, agents, consultants, owners, and representatives
                of
                DORAL and ensure that the GUARANTORS, GARROCHALES, and MARGO defend,
                indemnify, and keep DORAL and its stockholders, directors, officers,
                employees, agents, consultants, owners, and representatives free
                from any
                liability, loss, damage, cost, or expense suffered, incurred or threatened
                as a result or alleged result, directly or indirectly, of any default
                of
                the DEBTOR’s part in its obligations under this agreement and the other
                documents in connection with this LOAN and/or its guarantees and/or
                collaterals, and/or as a result and/or alleged result of any notification,
                complaint, claim, suit, litigation, rule, regulation, norm and/or
                any
                other legal requisite, including, without limiting the generality
                and
                amplitude of the previous, costs, legal expenses, legal and/or consulting
                fees, costs for environmental clean-up, removal and disposal of waste
                and/or substances and/or toxic, dangerous, contaminated materials,
                contaminants and/or controlled substances, costs for repairs or mitigation
                of damages to natural resources, fines, penalties, and/or injury
                to
                persons or personal property or real estate (immovables) and/or businesses
                and/or business entities or any other legal or natural entity, including,
                without limitation, all liabilities, responsibilities, claims, and
                past,
                present and/or future obligations resulting from or allegedly resulting
                from, direct or indirectly, relative to, direct or indirectly, the
                environmental condition of PROPERTY 1, PROPERTY 2, PROPERTY 3, PROPERTY
                4
                and/or other assets included in the PROPERTY, and/or subsoil and/or
                the
                existence or alleged existence of any environmental danger or risk
                on the
                PROPERTY and/or the subsoil and/or any discharge, alleged discharge
                or
                threat of any discharge of toxic, dangerous, contaminated, contaminants
                and controlled substances of any kind in, on, or under the PROPERTY
                and/or
                its subsoil, at any time or moment, regardless if it is caused or
                allegedly caused or not by DORAL and/or its stockholders, and/or
                directors
                and/or officers, and/or employees and/or consultants and/or directors
                and/or owners and/or agents and/or representatives and/or within
                and/or
                under their control or any or some of
                them.

            


    

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              x.

            	
              Will
                maintain or cause GARROCHALES to maintain in effect at all times
                a valid
                insurance policy on the mortgage issued by a title insurance company
                acceptable to DORAL, insuring the MORTGAGE OF $2,025,000 as a first
                degree
                mortgage lien on PROPERTY 1, subordinate only to the charges and
                liens, if
                any, mentioned in the deed through which the MORTGAGE OF $2,025,000
                was
                established.

            


    

    


    
      	 	
              y.

            	
              Will
                maintain or cause GARROCHALES to maintain in effect at all times
                a valid
                insurance policy on the mortgage issued by a title insurance company
                acceptable to DORAL, insuring the MORTGAGE OF $475,000 as a first
                degree
                mortgage lien on PROPERTY 2, subordinate only to the charges and
                liens, if
                any, mentioned in the deed through which the MORTGAGE OF $475,000
                was
                established.

            


    

    


    
      	 	
              z.

            	
              Will
                maintain or cause GARROCHALES to maintain in effect at all times
                a valid
                insurance policy on the mortgage issued by a title insurance company
                acceptable to DORAL, insuring the MORTGAGE OF $500,000 as a first
                degree
                mortgage lien on PROPERTY 3, subordinate only to the charges and
                liens, if
                any, mentioned in the deed through which the MORTGAGE OF $500,000
                was
                established.

            


    

    


    
      	 	
              aa.

            	
              Will
                maintain or cause MARGO to maintain in effect at all times a valid
                insurance policy on the mortgage issued by a title insurance company
                acceptable to DORAL, insuring the MORTGAGE OF $450,000 as a first
                degree
                mortgage lien on PROPERTY 4, subordinate only to the charges and
                liens, if
                any, mentioned in the deed through which the MORTGAGE OF $450,000
                was
                established.

            


    

    


    
      	 	
              bb.

            	
              On
                or before the execution of this agreement, will obtain or cause
                GARROCHALES to obtain a title insurance policy insuring the deed
                in full
                ownership of PROPERTY 1 for a sum no less that TWO MILLION TWENTY
                FIVE
                THOUSAND DOLLARS ($2,025,000), issued by a title insurance company
                acceptable to DORAL.

            


    

    


    
      	 	
              cc.

            	
              On
                or before the executing of this agreement, will obtain or cause
                GARROCHALES to obtain a title policy insuring the deed in full ownership
                of PROPERTY 2 for a sum no less that FOUR HUNDRES SEVENTY FIVE THOUSAND
                DOLLARS ($475,000), issued by a title insurance company acceptable
                to
                DORAL.

            


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              cc.

            	
              On
                or before the executing of this agreement, will obtain or cause
                GARROCHALES to obtain a title policy insuring the deed in full ownership
                of PROPERTY 3 for a sum no less that FIVE HUNDRED THOUSAND DOLLARS
                ($500,000), issued by a title insurance company acceptable to
                DORAL.

            


    

    


    
      	 	
              dd.

            	
              On
                or before the execution of this agreement, will obtain or cause MARGO
                to
                obtain a title policy insuring the deed in full ownership of PROPERTY
                4
                for a sum no less that FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000),
                issued by a title insurance company acceptable to
                DORAL.

            


    

    


    
      	
              6.16

            	
              Default:

            


    

    


    DORAL
      may, in its sole option and discretion, accelerate the maturity of the LOAN,
      and/or proceed to collect it through judicial or extra judicial means, and/or
      execute its liens on the collaterals or guarantees, and/or execute the MORTGAGE
      OF $2,025,000, the MORTGAGE OF $475,000, the MORTGAGE OF $500,000, and/or the
      MORTGAGE OF $450,000 if any of the following events or omissions should occur,
      all of which will be considered noncompliance on the DEBTOR’s part when they are
      notified by DORAL to the DEBTOR and thirty (30) calendar days have elapsed
      commencing the date of notification:

    


    
      	 	
              a.

            	
              Non
                payment of any of the installments of interest or principal of the
                LOAN
                within thirty (30) natural days immediately following their respective
                maturities.

            


    

    


    
      	 	
              b.

            	
              Noncompliance
                by the DEBTOR of any of the terms and conditions of the LOAN and/or
                any
                other obligation it may have with
                DORAL.

            


    

    


    
      	 	
              c.

            	
              The
                commencement by or against the DEBTOR of any voluntary or involuntary
                proceeding under the Bankruptcy Law of the United States of America
                or any
                similar law to statute.

            


    

    


    
      	 	
              d.

            	
              Insolvency
                of the DEBTOR or the DEBTOR’s incapacity to comply punctually with its
                obligations or pay its debts on
                time.

            


    

    


    
      	 	
              e.

            	
              Presence
                on the PROPERTY of Dangerous
                Substances.

            


    

    


    
      	 	
              f.

            	
              Failure
                to timely pay territory taxes on the PROPERTY, including without
                limitation, PROPERTY 1, PROPERTY 2, PROPERTY 3, and PROPERTY
                4

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              g.

            	
              Failure
                to timely pay the aforementioned premiums or insurance policies or
                the
                cancellation of said policies or any one of them without its immediate
                substitution with a similar policy.

            


    

    


    
      	 	
              h.

            	
              If
                any representation by the DEBTOR in this agreement or the LOAN application
                were intentionally false, materially incomplete or conducive to
                error.

            


    

    


    
      	 	
              i.

            	
              The
                future assignment, transfer, sale, or establishment of a lien or
                liens on
                PROPERTY 1, PROPERTY 2, PROPERTY 3, and PROPERTY 4 or on any or some
                of
                the interests of the DEBTOR and/or MARGO on the securities, instruments,
                or assets that constitute the collateral or guarantee of the LOAN,
                except
                when in favor of DORAL.

            


    

    


    
      	 	
              j.

            	
              The
                sale of PROPERTY 1 without written consent of DORAL. The sale of
                PROPERTY
                2 without the prior written consent of DORAL. The sale of PROPERTY
                3
                without the prior written consent of DORAL. The sale of PROPERTY
                4 without
                the prior written consent of DORAL.

            


    

    


    
      	 	
              k.

            	
              The
                appointment of an executor, judicial administrator, receiver or similar
                officer to take charge of any or some of the PROPERTY or of any or
                part of
                the assets or businesses of the DEBTOR, and/or the GUARANTORS and/or
                MARGO
                and/or GARROCHALES, if the same does not become null within the sixty
                (60)
                days immediately following the
                appointment.

            


    

    


    
      	 	
              l.

            	
              If
                any sentence or arbitration decision or an order from any litigation,
                administrative proceeding or arbitration is issued and becomes firm
                and
                final against MARGO and/or against GARROCHALES, for an amount of
                ONE
                HUNDRED THOUSAND DOLLARS ($100,000) or more and the same is not satisfied
                or bonded within sixty (60) days following the date issue date, or
                if any
                creditor takes possession of any property or properties from the
                DEBTOR
                and/or GUARANTORS and/or MARGO and/or GARROCHALES and said possession
                is
                not terminated, be it by bonding the debt or a claim or desist or
                a
                dismissal or a termination to the claim, within sixty (60) days following
                the initial taking of possession.

            


    

    


    
      	 	
              m.

            	
              If
                the DEBTOR is dissolved or if the DEBTOR is no longer under the direct
                or
                indirect control of the GUARANTORS. If MARGO is dissolved or is no
                longer
                under the direct or indirect control of the GUARANTORS. If GARROCHALES
                is
                dissolved or is no longer under the direct or indirect control of
                the
                GUARANTORS.

            


    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              n.

            	
              If
                the DEBTOR is dissolved or merges with any entity, or if the DEBTOR’s
                stock or the GUARANTOR’s interests in the DEBTOR are mortgaged, liened,
                transferred, traded or assigned, except to entities controlled by
                the
                GUARANTORS or any or some of them, without the written consent of
                DORAL.
                If MARGO is dissolved or merges with any entity, or if MARGO’s stock or
                the DEBTOR’s interests in MARGO are mortgaged, liened, transferred, traded
                or ceded, except to entities controlled by the DEBTOR and/or the
                GUARANTORS or any or some of them, without the written consent of
                DORAL.
                If GARROCHALES is dissolved or merges with any entity, or if GARROCHALES’
                stock or the GUARANTORS’ interests in the DEBTOR are mortgaged, liened,
                transferred, traded or ceded, except to entities controlled by the
                DEBTOR
                and/or the GUARANTORS or any or some of them, without the written
                consent
                of DORAL.

            


    

    


    
      	 	
              o.

            	
              If
                the DEBTOR does not obtain the title insurance policies describe
                in this
                agreement or if during the term of the LOAN any of these policies
                ceases
                to be in full force and effect.

            


    

    


    SEVENTH:
      This
      agreement may not be assigned by the DEBTOR without the previous written consent
      of DORAL and DORAL is under no obligation to give this consent. Likewise, DORAL
      may freely assign this agreement to any person or entity and DORAL may freely
      sell the LOAN and/or one or more participations of the same to any entity.
      Subject to the above, this agreement will be in force and in effect between
      the
      parties and their inheritors, successors, trustees, and
      cessionaries.

    


    EIGHTH:
      The
      notifications between the parties under this agreement will be by certified
      mail
      with acknowledgement of receipt, with pre-paid postage, or by messenger with
      acknowledgment of receipt, with a copy by fax to the following addresses and
      fax
      numbers of the parties or to those that the parties notify in the
      future:

    


    To
      DORAL:

    Doral
      Bank

    Suite
      800, Doral Bank Plaza

    F.
      D.
      Roosevelt Ave. #1159

    Puerto
      Nuevo

    San
      Juan,
      Puerto Rico 00920

    


    
      	
              Attention:
                

            	
              Mr.
                Rolando Rodríguez Mancebo

            
	 	
              Executive
                Vice President

            


    

    


    To
      the DEBTOR:

    MARGO
      CARIBE, INC.

    Call
      Box
      1370

    Dorado,
      P.R. 00646-1370

    


    
      	
              Attention:

            	
              Mr.
                Michael Joseph Spector Miller

            
	 	
              President

            


    

    


    NINTH:
      This
      agreement will be interpreted in accordance with the laws of Puerto Rico and
      will be governed by the same.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    


    TENTH:
      In the
      event any litigation arises relative to this agreement, the LOAN or other
      documents relative to it, the parties will submit to the jurisdiction of the
      General Court of Justice of Puerto Rico.

    


    ELEVENTH:
      Should
      DORAL waive any or some of its rights under this agreement and the other
      documents in connection with the LOAN or its guarantees or collaterals does
      not
      imply nor should be interpreted as DORAL’s waiver of the rest of its rights
      under this agreement and will apply only and exclusively to the occasion on
      which said renunciation is made and to no other occasions. 

    


    TWELVETH:
      The
      titles and number and section letters, sections, paragraphs, or parts of this
      agreement are inserted only to facilitate its reading and in no way affect
      the
      substance content of the same.

    


    THIRTEENTH:
      In this
      agreement, the feminine, the masculine and the neutral are used indistinctively,
      unless the text specifically suggests the contrary. The same occurs with plurals
      and singulars.

    


    FOURTEENTH:
      It is
      the parties’ intention that all the clauses, terms and conditions present in the
      contract be obligatory, valid and binding as written. Nevertheless, if a court
      with jurisdiction on the subject should resolve in final and firm manner that
      a
      part of section of this agreement is not valid the way it is written for being
      too vague or too comprehensive, then the parties agree that said clause, section
      or part be valid and binding only to the maximum possible as determined by
      the
      court. On the other hand, if any clause, part or section of this agreement
      result illicit or illegal according to a firm and final determination of some
      court with jurisdiction, then the same shall be held as null and the rest of
      the
      contract will remain in full force and effect.

    


    FIFTEENTH:
      This
      agreement may be modified or amended only by a written document signed by all
      parties here present.

    


    SIXTEENTH:
      The
      DEBTOR authorizes DORAL to pay the legal fees incurred by the DEBTOR in the
      preparation and closing of the LOAN and all the documents relative to the same
      and all other expenses relative to the closing of this LOAN, as well as the
      commission of the LOAN, directly to the offices of Francisco Pujol Meneses,
      Esquire.

    


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties grant and subscribe this agreement, as they agree
      it reflects total, complete, faithful and exactly what they have agreed, at
      the
      place and time indicated in the heading of this document.

    


    
      	
              DORAL
                BANK

            	
              MARGO
                CARIBE, INC.

            
	 	 	 	 
	 	 	 	 
	
              By:

            	
              /s/
                Rolando Rodríguez
                Mancebo               
                

            	
              By:

            	
              /s/
                Michael Joseph
                Spector                     
                

            
	 	
              ROLANDO
                RODRÍGUEZ

            	 	
              MICHAEL
                JOSEPH SPECTOR

            
	 	
              MANCEBO

            	 	
              MILLER

            
	 	
              Executive
                Vice President

            	 	
              President

            


    

    


    


    Affidavit
      Number: 4091

    


    Acknowledged
      and signed before me by Rolando Rodríguez Mancebo, of legal age, banker, married
      and resident of Guaynabo, Puerto Rico, in his capacity as Executive Vice
      President of Doral Bank, and by Michael Joseph Spector Miller, as President
      of
      Margo Caribe, Inc., of legal age, proprietor, married and resident of Dorado,
      Puerto Rico, both of whom I know personally. In San Juan, Puerto Rico, on the
      fourteenth (14th)
      of June
      of two thousand five (2005).

    


    


    


    


    [SEAL]

    


    
      	 	
              /s/Francisco
                Pujol Meneses

            
	 	
              Notary
                Public

            


    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Addendum
      I

    


    


    


    “LOT
      ‘A” - RUSTIC: Track
      of
      land with space for SIXTY FOUR CUERDAS (64CDAS.), located in Barrio Garrochales
      of Arecibo. On the North adjacent to State Road Number Six Hundred Eighty Two
      (682); on the South with the primary farm from which it is segregated and in
      one
      hundred and nine point one hundred and eighty meters (109.180m.) with Lot One
      B
      (1B), to be segregated from the primary farm; on the East, with land currently
      belonging to Aramis Acosta Ríos, Enrique Houre, and Joaquín Rosa; and on the
      West, with land currently belonging to Carmelo Betancourt, the succession of
      Claudio Rojas and with land belonging to Pelegrín Terraza.” Hereafter “PROPERTY
      1.”

    


    PROPERTY
      1 is registered in folio two hundred and seventy (270) of volume four hundred
      forty five (445) of the First (1st)
      Section
      of Arecibo of the Puerto Rico Property Registry, farm number seventeen thousand
      nine hundred fifty two (17,952).

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Addendum
      II

    


    


    


    “LOT
      ‘C’ - RUSTIC: Located
      in Barrio Garrochales of Arecibo, comprised of FOURTEEN POINT SEVENTY FIVE
      CUERDAS (14.75CDAS.), equal to five (5) hectares, seventy nine (79) areas and
      sixty seven (67) “centarias.” It has one (1) single level wood house with a zinc
      roof. On the North, adjacent to State Road Six Hundred Eighty Two (682); on
      the
      East with lands owned by Manuel Rivera; on the South, with lands owned by Cidra
      Farms Incorporated; and on the West with Fiesta Farms Incorporated.” Hereafter
“PROPERTY 2”.

    


    PROPERTY
      2 is registered in folio two hundred twenty two (222) of volume two hundred
      eighty five (285) of the First (1st)
      Section
      of Arecibo of the Puerto Rico Property Registry, farm number twelve thousand
      seven hundred ninety (112,790).

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Addendum
      III

    


    


    “LOT
      ‘B’ - RUSTIC:
      Farm
      located in Barrio Garrochales of Arecibo, comprised of THIRTY POINT FIFTY ONE
      CUERDAS (30.51CDAS.) equivalent to eleven (11) hectares, ninety nine (99) areas
      and sixteen (16) “centareas” of land. On the North adjacent to State Road Six
      Hundred Eighty Two (682) which goes from Arecibo to Barrio Garrochales and
      lands
      belonging to Justina Menéndez; on the South with lands belonging to Pablo
      Meléndez; on the East with lands belonging to the succession of Antonio Márquez
      and Justina Meléndez; and on the West with lands belonging to Manuel Rivera.”
      Hereafter “PROPERTY 3”.

    


    PROPERTY
      3 is registered in folio two hundred ninety (290) of volume four hundred eighty
      eight (488) of the First (1st)
      Section
      of Arecibo of the Puerto Rico Property Registry.

     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Addendum
      IV

      EXHIBIT
        A

      


      DESCRIPTION
        OF REAL PROPERTY

      


      


      All
        the
        certain tract or parcel of land situate, lying and in the 32nd
        G.M.
        District, of Charlton County, Georgia, containing 66.06 acres, more or l4ess,
        known locally as Grantor’s Georgia & Florida Investment “Novelty” Tract, and
        being more particularly described as follows: Beginning at an existing concrete
        monument located on the western right of way line of the 200 foot right of
        way
        of the CSX Railroad, said concrete monument being located 1,264 feet from
        Milepost #603, and running thence along said right of way South 14 degrees
        39
        minutes 10 seconds East a distance of 402.52 feet to a point; continuing
        thence
        along said right of way line an are distance of 1,918.78 feet and a chord
        distance of 1,916.63 feet to an iron pin; running thence North 89 degrees
        28
        minutes 30 seconds East a distance of 350.15 feet to an iron pin; running
        thence
        North 89 degrees 12 minutes 45 seconds West a distance of 1,287.64 feet to
        a
        concrete monument; running thence North 61 degrees 57 minutes 15 seconds
        West a
        distance of 658.78 feet to a point; running thence North 18 degrees 39 minutes
        05 seconds East a distance of 1,115.12 feet to a concrete monument; running
        thence North 71 degrees 01 minutes 15 seconds West a distance of 101.26 feet
        to
        a concrete monument; running thence North 71 degrees 01 minutes 15 seconds
        West
        a distance of 101.26 feet to a point; running thence North 12 degrees 33
        minutes
        10 seconds East a distance of 402.04 feet to an existing concrete monument;
        running thence North 83 degrees 07 minutes 55 seconds East a distance of
        528.32
        feet to a concrete monument; running thence North 83 degrees 13 minutes 00
        seconds East a distance of 650.21 feet to an existing concrete monument located
        in the eastern right of way line of the 200 foot right of way of CSX Railroad,
        which is the Point of Beginning, all as shown upon a map and plat prepared
        under
        the direction of and certified by Vincent Helmly, Georgia Registered Land
        Surveyor No. 1882, under date of July 27, 2000, and recorded in Plat Book
        F,
        Page 5, Charlton County, Georgia records, and reference to which is hereby
        made
        for a more full and complete description.

      


      The
        above-described tract being a portion of the property conveyed to Sustainable
        forests, L.L.C. by deed from Union Camp Corporation, dated June 16, 1999,
        and
        recorded in Deed Book 48, Page 179, Charlton County, Georgia records, and
        further conveyed to SP Forests L.L.C. by deed from Sustainable Forests L.L.C.,
        dated November 20, 2000 and recorded in Deed Book 50, Page 509-512 in said
        Charlton County, Georgia records.

      


      AND

      


      All
        that
        tract or parcel of land lying and being in the 32nd
        G.M.
        district of Charlton County, Georgia, and lying within the corporate city
        limits
        of Folkston, Georgia, containing eleven (11) acres, more or less, and being
        bounded as follows: bounded on the north and west by lands of O.C. Mizell,
        on
        the east by the right-of-way of CSX Transportation, and on the southwest
        by
        lands formerly belonging to the Estate of James I. Peeples, lands of the
        Georgia-Florida Investment Company, and on the southeast by property of Sam
        Elmore; said tract known as the “Old Novelty Mill Site,” but recently known as
        the “Busbee Mill Site Tract;” also, a strip of land located in the said
        32nd
        G.M.
        District of Charlton County, Georgia, being 125 feet in width more particularly
        described as follows: Begin at the point which is the southwest corner of
        the
        above-described eleven (11) acre tract, more or less, and from said southwest
        corner proceed in a westerly direction to a point on the right-of-way of
        State
        Highway Number 23, a wire fence being the line, then proceed in a northerly
        direction along the right-of-way of said State Highway Number 23 a distance
        of
        125 feet to a stake, thence proceed in an easterly direction to a point on
        the
        western boundary line of the above-described eleven (11) acre tract, more
        or
        less, then proceed along said western line of the said eleven (11) acre tract
        a
        distance of 125 feet back to the said point of beginning, said tract being
        a
        rectangular shaped tract of land 125 feet in width and bounded as follows:
        on
        the north by lands of O.C. Mizell, east by the said “Old Novelty Mill Site,” but
        recently known as the “Busbee Mill Site,” on the south by lands formerly owned
        by the Estate of James I. Peeples and lands of Delia Nelson, and on the west
        by
        the right-of-way of State Highway Number 23; said strip of land 125 feet
        in
        width being subject to a right-of-way Deed to the City of Folkston, as recorded
        with the land records of the Clerk for the Charlton County Superior Court
        in
        Folkston, Georgia in Deed Book 12, Page 186, wherein the southerly 50 feet
        of
        the said strip has been conveyed for street purposes. Reference is made to
        the
        aforesaid Deed for description purposes.

       


      
        
          A-1

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      All
        that
        tract or parcel of Land lying and being in-the 32nd
        G.M.
        District Charlton County, Georgia, and lying within the corporate city limits
        of
        Folkston, Georgia, more particularly described as follows: Begin at the point
        which is the intersection of the northern boundary of the right-of-way-of
        Easy
        Street and the eastern boundary of the right-of-way of Georgia Highway 121
        and
        proceed from such point south 75 degrees 43 minutes 15 seconds east a distance
        of 750.38 feet to a point; thence proceed north 06 degrees 48 minutes 45
        seconds
        west a distance of 540.80 feet to a point; thence proceed south 76 degrees
        26
        minutes 57 seconds west a distance of 611.90 feet to a point along the eastern
        boundary of the right-of-way of Georgia Highway 12l,thence proceed south
        18
        degrees 17 minutes 36 seconds west along the said eastern boundary of the
        right-of-way of Georgia Highway 121 a distance of 420.76 feet back to the
        said
        Point of Beginning; said tract is bounded as follows: on the north by lands
        of
        O.C. Mizell; on the east by the Thomas Lumber Company; on the south by Easy
        Street; and on the west by Georgia Highway 121.

      


      All
        that
        tract or parcel of land lying and being in the 32nd
        G.M.
        District of Charlton County, Georgia and lying within the corporate city
        limits
        of Folkston, Georgia, more particularly described with reference to that
        certain
        plat prepared by Robert L. Cubbedge, Georgia Registered Land surveyor, dated
        September 11, 1972 and recorded with the land records with the Clerk for
        the
        Charlton County Superior Court in Folkston, Georgia in Plat Book B, Page
        233,
        begin at a concrete monument located by referenced in feet to the plane
        coordinates of the Georgia Coordinate System, east zone, at Y (Lat) 299,193.93
        and X (Dep) 549,686.73 and running from said point south 75 degrees 02 minutes
        12 seconds east a distance of 472.66 feet to a point; thence proceed south
        28
        degrees 33 minutes 05 seconds east a distance of 243.73 feet to a point;
        thence
        proceed south 59 degrees 24 minutes 45 seconds west a distance of 220.59
        feet to
        a point; thence proceed south 08 degrees 27 minutes 54 seconds west a distance
        of 516.66 feet to a point; thence proceed. south 83 degrees 02 minuses 39
        seconds west a distance of 528.30 feet to a point; thence proceed north 12
        degrees 27 minutes 4l seconds east a distance of 195.75 feet to a point;
        thence
        proceed to a point; thence proceed north 11 degrees 52 minutes 27 seconds
        east a
        distance of 850.45 feet back to the said point of beginning; said tract or
        parcel containing 11.05 acres, more or less, according to said plat, said
        tract
        or parcel formerly being a point of Union Camp’s “Georgia-Florida Tact.”
        Reference is. made to the aforesaid plat for descriptive and all other legal
        purposes.

      


      AND

      


      All
        that
        tract or parcel of land lying and being in the 32ntd G.M. District of Charlton
        County, Gerorgia, containing 4 acres, more or less, and bounded as follows:
        on
        the east by the CSX Transportation Company right-of-way, on the north by
        the
        land of Charles R. Shepherd, Inc. and on the south and west by lands of Union
        Camp Corporation.

      


      All
        that
        tract or parcel of land lying and being in the 32nd
        G.M.
        District of Charlton County, Georgia, and more particularly described as
        a tract
        of land containing 3 acres, more or less, and bounded on the west, north
        and
        east by lands of Thomas Lumber and Timber Company, Inc. and bounded on the
        south
        by lands of Union Camp Corporation, being the tract or parcel of land purchased
        by S.V. Brock from Mrs. Minnie Peterson, by Deed recorded with the land records
        of the Clerk for the Charlton County Superior Court in Folkston, Georgia
        in Deed
        Book 12, Page 242. Reference is made to the aforesaid Deed for description
        purposes.

      


      Reference
        to private land ownership are as they presently exist or were formerly
        held.

      


      The
        above-described tracts of land are identical to the tracts of land conveyed
        by
        Warranty Deed dated December 1, 1980 by Thomas Lumber and Timber Company
        to
        Union Camp Corporation, as recorded with the said land records in Deed Book
        26,
        Pages 513-516; being the identical tracts of property conveyed by Warranty
        Deed
        dated November 19, 1986 by Union Camp Corporation to Jefferson Home Builders,
        Inc., said Deed recorded with the said lands records in Deed Book 32, Pages
        555-558; and being identical to the tracts of land conveyed by Warranty Deed
        dated May 25, 1993 by Jefferson Home Builders, Inc., to Dewey W. Franklin,
        Jr.
        and Bernice D. Franklin, said Deed being recorded with the said land records
        in
        Deed Book 40, Pages 334-337.

       


      
        
          
            A-2

          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      LESS
        AND
        EXCEPT THE FOLLOWING:

      


      ALL
        THAT
        TRACT OR PARCEL OF LAND LAYING AND BEING IN THE 32ND
        GEORGIA
        MILITIA DISTRICT, CHARLTON COUNTY, GEORGIA, IS MORE FULLY DESCRIBED
        BELOW.

      


      THE
        POINT
        OF COMMENCEMENT (P.O.C.) IS A CONCRETE MONUMENT, GEORGIA EAST ZONE COORDINATES
        SYSTEM Y (LAT) 299,356.353 - X (DEP) 549,041.370, ON THE EASTERLY (E-LY)
        RIGHT-OF-WAY (R/W) OF GEORGIA STATE HIGHWAYS NO. 121 & NO. 23, A 100’ (FT)
        R/W. THENCE, PROCEED ALONG THE E-LY R/W OR GEORGIA STATE HWYs No. 121 & No.
        23, N18° 11’ 27” E A DISTANCE OF 82.40’ (FT.) (L1) TO A 3⁄4” PIPE FOUND. THENCE
        CONTINUE ALONG THE E-LY R/W OF GEORGIA STATE HWYS No. 121 & No. 23, N18° 29’
        21” E A DISTANCE OF 623.61’ (FT.) TO A 5/8” REBAR FOUND. THENCE PROCEED S84° 56’
        40’ E A DISTANCE OF 952.87’ (FT.) TO A CONCRETE MONUMENT FOUND IN THE W-LY R/W
        OF C.S.X. RAILROAD (FORMERLY A.C.L. RAILROAD), A 200’ (FT.) R/W. THENCE PROCEED
        ALONG THE WSTERLY (W-LY) R/W OF C.S.X. RAILROAD R/W, S14° 39’ 08” E A DISTANCE
        FO 380.49’ (FT) TO A 1/2” REBAR SET, THIS ALSO BEING THE POINT OF BEGINNING
        (P.O.B.).

      


      FROM
        THE
        P.O.B. CONTINUE ALONG THE W-LY R/W OF C.S.X. RAILROAD, A 200’ (FT.) R/W, S14°
        39’ 08” E A DISTANCE OF 945.00’ (FT.) TO A 1/2” REBAR SET. THENCE PROCEED ALONG
        THE SOUTHERLY (S-LY) PROPERTY LINE OF SUBJECT PROPERTY S75°20’52”W A DISTANCE OF
        375.00’ (FT.) TO A 1/2” REBAR SET. THENCE PROCEED ALONG THE W-FLY PROPERTY LINE
        OF SUBJECT PROPERTY N14°39’06”W A DISTANCE OF 945.00’ (FT.) TO A 1/2” REBAR SET.
        THENCE PROCEED ALONG THE NORTHERLY (N-LY) PROPERTY LINE OF SUBJECT PROPERTY
        N75°20’52”E A DISTANCE OF 375.00’ (FT.) TO A 1⁄2” REBAR SET, ALSO BEING THE POINT
        OF BEGINNING.

    

     

     

     

     

     

     

    
      
        A-3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Addendum
      V

    


    LOAN
      AGREEMENT BETWEEN

    DORAL
      BANK AND

    MARGO
      FARMS, INC.

    JUNE
      14, 2005

    


    Use
      of Funds Product of the Loan:

    


    
      	 	
              Use
                and Disbursement Form by Doral 

            	 	 	
              Amount

            	 
	 	 	 	 	 	 
	
              1.

            	
              Bank
                Fee

            	 	
              $

            	
              35,000

            	 
	 	 	 	 	 	 
	
              2.

            	
              Recordation
                rights, seals for original and certified first copy of mortgage deed
                for
                the principal sum of $2,025,000 to be paid directly by DORAL to the
                account to and charged to the DEBTOR

            	 	
              $

            	
              11,713.50

            	 
	 	 	 	 	 	 
	
              3.

            	
              Recordation
                rights, seals for original and certified first copy of mortgage deed
                for
                the principal sum of $2,025,000 to be paid directly by DORAL to the
                account of and charged to the DEBTOR

            	 	
              $

            	
              2,273.50

            	 
	 	 	 	 	 	 
	
              4.

            	
              Seals
                on affidavits and receipts on Financial Statement to be paid directly
                by
                DORAL to the account of and charged to the DEBTOR

            	 	
              $

            	
              100.00

            	 
	 	 	 	 	 	 
	
              5.

            	
              Premiums
                for title deed insurance policy for the sum of $2,025,000 and mortgage
                deed for the sum of $2,025,000 to be paid directly by DORAL to the
                account
                of and charged to the DEBTOR

            	 	
              $

            	
              5,507.00

            	 
	 	 	 	 	 	 
	
              6.

            	
              Premiums
                for title insurance policy for the sum of $475,000 and mortgage deed
                for
                the sum of $475,000 to be paid directly by DORAL to the account of
                and
                charged to the DEBTOR

            	 	
              $

            	
              1,543.00

            	 
	 	 	 	 	 	 
	
              7.

            	
              Legal
                fees relative to the granting of the MORTGAGE OF $2,025,000, the
                MORTGAGE
                OF $475,000, this contract and other documents to be paid directly
                by
                DORAL to the account of and charged to the DEBTOR

            	 	
              $

            	
              16,000

            	 
	 	 	 	 	 	 
	
              8.

            	
              Municipal
                Income Collection Center for PROPERTY 1

            	 	
              $

            	
              10,411.94

            	 
	 	 	 	 	 	 
	
              9.

            	
              San
                Juan Abstract Company (escrow for Municipal Income Collection Center
                for
                PROPERTY 2)

            	
               

            	
              $

            	
              6,500.00

            	 
	 	
               

            	 	 	 	 
	
              10.

            	
              Scotiabank
                of Puerto Rico (cancellation balance of several loans as of June
                15,
                2005

            	 	
              $

            	
              2,810,911.97

            	 
	 	 	 	 	 	 
	
              11.

            	
              Working
                capital for DEBTOR

            	 	
              $

            	
              599,289.09

            	 
	 	 	 	 	 	 
	
              12.

            	
              TOTAL
                AMOUNT OF LOAN

            	 	
              $

            	
              3,500,000.00

            	 


    

    


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Addendum
      VI

    


    PROMISSORY
      NOTE

    


    PRINCIPAL:        
      $3,500,000

    MATURITY: Interests
      on the total unpaid balance of the principal in twenty-three (23) monthly
      installments beginning the last day of the month immediately following the
      granting of this Promissory Note, when the first payment is made on interests
      for the period transpired as of the granting of this Promissory Note until
      the
      last natural day of the month immediately following this Promissory Note plus
      one final installment due twenty four (24) months as of the granting of this
      Promissory Note for the total sum of the unpaid balance of the principal plus
      interests accrued until then.

    


    FOR
      VALUE RECEIVED:
      upon
      becoming due, as of twenty four (24) months of the granting of this Promissory
      Note, we will pay jointly and severally to the order of DORAL BANK, the
      principal sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000),
      additionally binding ourselves to pay monthly interests on the unpaid balance
      of
      said principal at a fluctuating rate, equal to at all times to TWO POINT SEVENTY
      FIVE PERCENT (2.75%) over the London Interbank Offered Rate, adjusted every
      ninety days (90) as of this date until the total, complete and definitive
      payment of all that is owed by virtue of this Promissory Note.

    


    We
      jointly and severally commit to paying interests on the total unpaid balance
      of
      this Promissory Note in twenty three (23) installments, beginning the last
      day
      of the month immediately following the granting of this Promissory Note, when
      the first payment will be made of interests for the period transpired as of
      the
      day of the granting of this Promissory Note until the last natural day of the
      month immediately following the day of the granting of this Promissory Note;
      plus one last installment twenty four (24) months after the granting of this
      Promissory Note, for the total amount of the unpaid balance of the principal,
      that is, THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000), plus
      interests then accrued by virtue of the same. All monthly installments will
      first be applied to accrued interests, and the rest, if any, to decreasing
      the
      principal. The same will occur with any advance payment. We jointly and
      severally commit to pay a 5% penalty or charge on any payment we make ten days
      after the due date. Any delay of thirty (30) days or more in the payment of
      any
      installment will result in the advanced and immediate payment of this Promissory
      Note, at the owner or holder’s option by endorsement. In the event of non
      payment that persists ten (10) or more natural days after the due date of any
      installment under this Promissory Note or any other noncompliance by the
      subscriber under this Loan Contract granted on this same date by the subscriber
      and DORAL BANK, not remedied within the ten (10) natural days following the
      occurrence, and while said noncompliance persists, the annual interest rate
      will
      increase by 200 base points.

    


    We
      renounce all right to presentation for payment, protest, notification of
      nonpayment and protest, and consent to the possible extension of the
      installments of this Promissory Note without notice of prorating, as per the
      option of the creditor of this Promissory Note. In the event a judicial
      complaint be necessary for the payment of the this obligation, we submit
      specifically to the jurisdiction and competency of the Court of Justice of
      Puerto Rico, San Juan Tribunal and we commit to paying a sum equal to TEN
      PERCENT (10%) of the original principal sum of this Promissory Note for costs,
      expenses, disbursements, and legal fees that the owner or holder by endorsement
      of this Note uses in the event of a complaint for payment of the debt, whether
      or not the complaint be made through the legal system, and even when the
      proceedings be followed by our rebellion, or in the event of bankruptcy by
      the
      subscribers, or any of them, under the dispositions of the Federal Bankruptcy
      Code or other similar statute.

    


    All
      partial payments, if any, towards the account of this Promissory Note will
      be
      applied, firstly, to any penalty for prepayment, secondly and as far as the
      amount permits, to the interests accrued up to the date of the partial payment,
      and thirdly and as far as the amount permits, to decreasing the principal sum
      of
      the Note.

    


    This
      Promissory Note evidences loans taken and to be taken by virtue of a revolving
      credit line granted by DORAL BANK to Margo Caribe, Inc. today, as per the Loan
      Contract of this same date. In the grid attached to this Promissory Note, the
      holder of this note will annotate the loans taken and paid by virtue of said
      credit line.

    


    In
      San
      Juan, Puerto Rico, on the fourteenth (14th)
      of June
      of two thousand five (2005)

    


    MARGO
      CARIBE, INC.

    


    


    
      	
              By:

            	________________________________________
	 	
              MICHAEL
                JOSEPH SPECTOR MILLER

            
	 	
              President

            


    

    


    


    


    Affidavit
      Number:    __________

    


    Acknowledged
      and signed before me by Michael Joseph Spector Miller, in his capacity as
      President of Margo Caribe, Inc., of legal age, owner and resident of Dorado,
      Puerto Rico, who I attest to knowing personally. In San Juan, Puerto Rico,
      on
      the fourteenth (14th)
      of June
      of two thousand five (2005).

    


    
      	 	__________________________________
	 	
              Notary
                Public

            


    

    
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