Attachment
      1

    Form
      of

    PROMISSORY
      NOTE

    


    
      	
              NEW
                YORK, NEW YORK

            	
              December
                12th,
                2007

            


    

    


    $1,000,000.00 

    


    FOR
      VALUE RECEIVED, 231
      Norman Avenue, LLC, having an address at 231 Norman Avenue, Brooklyn, NY 11222
      ("Maker"), hereby covenants and promises to pay to World Group Shipping Ltd.,
      an
      Israeli limited liability company, having an address at 3 Hayetzira St, Ramat
      Gan, Israel (“Payee"), or order, at Payee's address first above written or at
      such other address as Payee may designate in writing, One Million US Dollars
      ($1,000,000.00), lawful money of the United States of America, together with
      interest thereon computed at the rate of Eighteen percent (18%) per annum,
      on an
      actual day/360 day basis (i.e., interest for each day during which any of the
      principal indebtedness is outstanding shall be computed at the aforesaid rate
      divided by 360) on May 28th,
      2008.

    


    Maker
      covenant and agree with Payee as follows:

    


    1.
      Maker
      will pay the indebtedness evidenced by this Note as provided
      herein.

    


    2.
      In the
      event any payment due hereunder shall not be paid within five (5) days of the
      date when due, such payment shall bear interest a rate equal to the lesser
      of
      twenty-four (24%) per cent per annum, or the highest lawful rate permitted
      under
      applicable Law, from the date when such payment was due until paid. In addition,
      Maker shall pay a late payment premium of 6 percent of any principal or interest
      payment made more than 5 (five) days after the due date thereof, which premium
      shall be paid with such late payment. The
      obligations of Maker under this Note are subject to the limitation that payments
      of interest shall not be required to the extent that the charging of or the
      receipt of any such payment by the holder of this Note would be contrary to
      the
      provisions of law applicable to the holder of this Note limiting the maximum
      rate of interest which may be charged or collected by the holder of this
      Note.

    


    3.
      The
      holder of this Note may declare the entire unpaid amount of principal and
      interest under this Note to be immediately due and payable if Maker defaults
      in
      the due and punctual payment of any installment of principal or interest
      hereunder. 

     

    
      
        
        

      

      
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    4.
      Maker
      shall have the right to prepay the indebtedness evidenced by this Note, in
      whole
      or in part, without penalty, upon ten days prior written notice to Payee. The
      installment payments provided for herein shall continue without change after
      any
      such prepayment.

    


    5.
      Maker,
      and all guarantors, endorsers and sureties of this Note, hereby waive
      presentment for payment, demand, protest, notice of protest, notice of
      nonpayment, and notice of dishonor of this Note. Maker and all guarantors,
      endorsers and sureties consent that Payee at any time may extend the time of
      payment of all or any part of the indebtedness secured hereby, or may grant
      any
      other indulgences.

    


    6.
      Any
      notice or demand required or permitted to be made or given hereunder shall
      be
      deemed sufficiently made and given if given by personal service or by Federal
      Express courier or by the mailing of such notice or demand by certified or
      registered mail, return receipt requested, with postage prepaid, addressed,
      if
      to Maker, at Maker’s address first above written, or if to Payee, at Payee's
      address first above written. Either party may change its address by like notice
      to the other party.

    


    7.
      This
      Note may not be changed or terminated orally, but only by an agreement signed
      by
      the party against whom enforcement of any change, modification, waiver, or
      discharge is sought. This Note shall be construed and enforced in accordance
      with the laws of New York.

    


    IN
      WITNESS WHEREOF, Maker
      has
      executed this Note on the date first above written.

    


    ___________________________________

    


    


    By
      /s/
      Marc Narboni     

    Name:
      Marc Narboni

    Title
      CEO

    


    
      
        
        

      

      
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