Share
      Acquisition Option Agreement

    


    That
      was prepared and signed in Tel Aviv 

    on
      the 5th of the month of December, 2007

    


    BETWEEN:

    DCI
      USA Inc.

    a
      corporation that is a registered in Delaware, USA -
      3248228

    (hereinafter:
      the “Conferrer”
and/or
      the “Conferrer
      of the Option”)

    of
      the first part;

    


    AND:

    World
      Group Shipping Ltd. 

    Israeli
      Limited Liability Company, No. 52-003361-4

    (hereinafter:
      the “Recipient”
and/or
      the “Recipient
      of the Option”)

    of
      the second part;

    


    
      
        	WHEREAS:	
                The
                  Conferrer is the sole and only owner of the entire issued share
                  capital of
                  Gontar Wind Energy Ltd., corporation No. 51-386665-7 (hereinafter:
                  the
                  “Company”),
                  all of which is according to the report from the Companies Registrar
                  which
                  is attached to this agreement as Appendix
                  A;
                  and

              


      

    

    


    
      	WHEREAS:	
              It
                is the desire of the Conferrer to grant to the Recipient, and it
                is the
                desire of the Recipient to receive from the Conferrer, an irrevocable
                right to purchase from the Conferrer the entire 100% of the issued
                and
                fully paid-up share capital of the Company (hereinafter: the “shares”
                and the “option”,
                respectively); and

            


    

    


    
      	WHEREAS:	
              The
                parties have agreed between themselves concerning the option execution
                terms as stated in this agreement;

            


    

    


    Therefore,
      it has been agreed, stipulated and declared between the parties as
      follows:

    


    
      	1.	
              The
                option

            


    

    


    
      	
              1.1

            	
              The
                Conferrer hereby irrevocably undertakes to the Recipient that as
                from the
                date of fulfilling of the pending terms as stipulated in clause 2
                below,
                and for a period ending on February 28th,
                2008 (hereinafter: the “execution
                period”),
                the Recipient shall be permitted, should he deem fit to do so, at
                his sole
                and complete discretion, to purchase the shares and all rights connected
                to any shareholders' loan, from the Conferrer, at any time during
                the
                execution period, in their condition and in the condition of the
                Company
                as is stipulated in clause 4 below, in exchange for the payment of
                a total
                of NIS equal to 2,450,000 Million USD (hereinafter: the “Consideration
                For the Shares”),
                which is provided that the Recipient shall deliver a execution
                notification to the Conferrer during the execution period as is defined
                below. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Without
      derogating from any other provision or representation in this Agreement it
      is
      stressed, that the Consideration For the Shares is based on all other figures
      in
      the Balance Sheet and financial statement annexed to this agreement as
Appendix
      B
      which
      shall be a representation by the Conferrer towards the Recipient. Therefore,
      the
      final Consideration For the Shares shall be adapted to the amended and updated
      financial situation of the Company at the date of payments, according to a
      new
      and updated balance sheet audited and approved by an Israeli CPA of the
      Recipient. Any discrepancy or change of any nature, between the figures in
      the
      Balance Sheet shall cause the relevant and proportional correction to the
      Consideration For the Shares, but it is agreed between the Parties that no
      correction shall be done to increase the said Consideration.

    


    All
      payments in USD shall be executed either in USD or in NIS (as Recipient
      determines on its sole discretion), according to representative rate of the
      USD
      against the NIS as last determined by the Bank of Israel at the time of
      execution of the payment order from Recipient's bank account in
      Israel.

    


    
      	1.2	
              To
                remove any doubt it is hereby clarified that the Recipient is entering
                into an engagement with the Conferrer through this agreement which
                relies
                upon the correctness of the Conferrer’s
                presentations.

            


    

    


    
      	1.3	
              The
                option is given to the Recipient without any consideration and the
                Conferrer shall not be entitled to receive any kind of consideration
                in
                respect of granting said option.

            


    

    


    
      	2.	
              Omitted
                

            


    

    


    
      	3.	
              Option
                execution

            


    

    


    
      	3.1	
              The
                execution of the option shall be undertaken by means of an irrevocable
                and
                unconditional notification in writing to the Conferrer, by which
                the
                Recipient chooses to execute the option which is being conferred
                upon him
                by this agreement (both above and below: the “execution
                notification”)
                and that shall be delivered to the Conferrer, which shall be during
                the
                course of the execution period only (hereinafter the “execution
                date”).

            


    

    


    
      	3.2	
              Should
                the Recipient choose to execute the option, at his sole and complete
                discretion, he shall submit the execution notification to the Conferrer
                and also he shall pay to the Conferrer the shares consideration,
                subject
                to the following:

            


    

    


    
      	
            	3.2.1	
              The
                Conferrer has ratified in writing that the condition of the shares
                and of
                the Company on the option execution date is as stipulated and described
                in
                this agreement and in its
                appendices;

            


    

    


    
      	
            	3.2.2	
              The
                Company’s shares were transferred into the name of the Recipient and/or on
                his behalf;

            


    

    


    
      	
            	3.2.3	
              The
                directors serving on behalf of the Conferrer have resigned and in
                their
                place are directors who have been appointed by the
                Recipient;

            


    

     

    
      
         

      

      
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          2 -

        
          

        

      

      
         

      

    

     

    
      	3.3	
              At
                the time of signing the agreement, the parties shall sign a shares
                transfer deed, notifications to the Company concerning the resignation
                of
                the Company’s board of directors and statements to the Companies
                Registrar, all of which shall be without a franked date (hereinafter:
                the
                “documents”).
                It is agreed that the documents shall be held in trust by adv. Erez
                Tik
                from 3 Azriely Tower Tel Aviv Israel (hereinafter: the “Trustee”).
                The parties shall empower the Trustee to fill in the director’s
                resignation date and the appointment of the new director on the option
                realization date and on all the other documents necessary according
                to
                Article 7 below. 

            


    

    


    The
      Conferred undertakes to sign and submit all necessary documents to the Trustee
      within 30 days from the date of signing this Agreement by the Recipient. A
      breach of the provisions of this article shall be considered as fundamental
      breach by the Conferrer.

    


    In
      addition, the Conferrer shall sign an irrevocable Power of Attorney which gives
      a Power of Attorney to the Recipient’s lawyers to execute, in his name and in
      his stead, those necessary actions required for the completion of the transfer
      of the shares into the name of the Recipient and the execution of the other
      actions which are the subject of this agreement (hereinafter: the “Power
      of Attorney”).
      The
      wording of the Power of Attorney shall be drafted by the Recipient's attorney
      and shall be duly singed, confirmed and submitted to the Recipient within 14
      days of its submission to the Conferrer.

    


    
      	3.4	
              Should
                the Recipient not have delivered the Recipient’s execution notification by
                the end of the execution period, then the option shall expire
                automatically and the Conferrer shall not have any complaint and/or
                demand
                and and/or claim in respect of
                this.

            


    

    


    
      	4.	
              Presentations
                and undertakings

            


    

    


    
      	4.1	
              The
                Conferrer declares, certifies and undertakes in respect of the shares
                and
                the Company, including regarding any subsidiary, as
                follows:

            


    

    


    
      	
            	4.1.1	
              The
                Company’s Incorporation and Articles of Association do not include any
                article which is in contradiction to this
                Agreement;

            


    

    


    
      	
            	4.1.2	
              The
                Company is in a state as reflected in the financial statements for
                30
                September 2007 (hereinafter -
                "the Balance Sheet")
                submitted and presented as Appendix
                B,
                and any discrepancy and/or inaccuracy shall be remedied and indemnified
                by
                the Conferrer within 7 days of Recipient's first demand in
                writing;

            


    

    


    
      	
            	4.1.3	
              There
                are no attachments and/or debts and/or obligations and/or any third
                party's rights which apply to the shares and/or to the Company and/or
                to
                any of its assets, except those specifically mentioned and reflected
                in
                the Balance Sheet. It is hereby emphasized that the Conferrer undertakes
                to submit to the Recipient the consent of any third party to the
                sale of
                the shares inasmuch as their consent is
                required;

            


    

     

    
      
         

      

      
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          3 -

        
          

        

      

      
         

      

    

     

    
      	
            	4.1.4	
              The
                Company is not engaged in any obligation and/or binding agreement
                of any
                kind;

            


    

    


    
      	
            	4.1.5	
              There
                are no engagements or obligations between the Company and the shareholders
                or Company’s officers or associated parties, including in relation to
                loans and/or to the placing of guarantees and/or letters of
                indemnification, except the shareholders loan as described in the
                Balance
                Sheet, which was taken into account in the Consideration For the
                Shares as
                mentioned in this Agreement, and subordinated to the Recipient in
                case of
                exercising of the Option under this Agreement, as part of the
                Consideration For the Shares and part of the purchase
                thereof;

            


    

    


    
      	
            	4.1.6	
              The
                Company is not involved in any existing and there are no anticipated
                legal
                process;

            


    

    


    
      	
            	4.1.7	
              Any
                licenses required by any law for purposes of operating the Company
                in
                accordance with its activities is in the Company's
                possession;

            


    

    


    
      	
            	4.1.8	
              The
                Company has had no employees and does not currently have any employees
                and
                therefore it has no obligations towards any employees of any
                kind;

            


    

    


    
      	
            	4.1.9	
              The
                Company has all necessary Intellectual property rights in connection
                with
                its current activities, and it does not infringe any such right of
                any
                third party.

            


    

    


    
      	4.2	
              The
                Conferrer declares and undertakes that the Recipient is given full
                due
                diligence on the shares, on the Company, and any of its assets and
                on
                their financial and economic state which shall not include therein
                any
                information which is inaccurate and/or untrue and/or incomplete,
                and with
                no information lacking therein which is liable to be considered as
                essential information which could influence the considerations of
                a
                reasonable investor for purposes of making a decision appertaining
                to the
                acquisition of the shares. The Conferrer is aware that the basis
                for the
                readiness of the Recipient to realize the option and to purchase
                the
                shares in exchange for the payment of the consideration for the shares,
                is
                the presentations, the declarations and the facts which are referred
                to in
                this agreement.

            


    

    


    The
      Conferrer shall provide full indemnification for any damage, expense or lose
      the
      Recipient shall incur due to any misrepresentation and/or any demand or payment
      to any authority and/or any other third party, caused in any time before
      payments of the Consideration For the Shares.

     

    
      	5.	
              Operating
                the Company until the end of the execution
                period

            


    

    


    During
      the period of time from the date of signing this agreement until the end of
      the
      execution period (hereinafter: the “interim
      period”)
      the
      Conferrer undertakes as follows:

    


    
      	
            	5.1	
              To
                operate the Company involving ordinary business
                only;

            


    

     

    
      
         

      

      
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          4 -

        
          

        

      

      
         

      

    

     

    
      	
            	5.2	
              Not
                to transfer and/or to attach any of the assets and/or the rights
                of the
                Company nor to give any consent for granting other rights of any
                kind
                whatsoever to any third party on any of its
                assets;

            


    

    


    
      	
            	5.3	
              Not
                to initiate any actions for the Company’s dissolution and/or
                receivership;

            


    

    


    
      	
            	5.4	
              Not
                to withdraw dividends, nor to carry out owners’ withdrawals from the
                Company or to receive any payment whatsoever
                therefrom;

            


    

    


    
      	
            	5.5	
              To
                request the consent of the Recipient in advance for any Company engagement
                with a third party of any kind which is essential for the Company
                and/or
                which is not within the course of the Company’s normal
                business;

            


    

    


    
      	
            	5.6	
              Not
                to undertake any changes to the Company’s Articles of Association, the
                Company’s registered capital and its issued and fully paid-up share
                capital or to allocate any shares or other rights in the
                Company;

            


    

    


    
      	
            	5.7	
              To
                deliver to the Recipient a copy of all minutes of any board of directors’
                meeting or of a shareholders’ meeting;


            


    

    


    
      	
            	5.8	
              That
                the Recipient shall be entitled to appoint an observer on his behalf
                on
                the Company’s board of directors and the Conferrer shall allow said
                observer to be present at all of the Company’s board of directors’
                meetings.

            


    

    


    
      	
            	5.9	
              That
                the Conferrer will not directly or indirectly issue or authorize
                the
                payment to the Conferrer or any of its affiliates any payment or
                bonus of
                any nature from the Company.

            


    

    


    
      	
            	5.10	
              That
                the Conferrer will not demand any indebtedness of the Company to
                become
                due prior to its current maturity
                date.

            


    

    


    
      	6.	
              Due
                diligence

            


    

    


    
      	6.1	
              For
                purposes of checking the feasibility of execution the option, the
                Recipient shall arrange due diligence for the Company and for its
                assets,
                its rights and obligations (hereinafter: the “Recipient’s
                check”
                or the “due
                diligence”),
                which shall terminate by, and no later than, the end of the execution
                period.

            


    

    


    
      
        	6.2	
                The
                  Conferrer hereby undertakes by way of an undertaking, the breach
                  of which
                  would constitute a fundamental breach, to assist the Recipient
                  in the due
                  diligence, and to put at his disposal immediately upon his request,
                  records and documents of any kind whatsoever and/or any information
                  that
                  the Recipient shall request for purposes of completing the
                  checks.

              


      

    

     

    
      
         

      

      
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      	6.3	
              It
                is agreed that inasmuch as this may be demanded by the Recipient,
                the
                parties shall act during the due diligence period for purposes of
                formulating a detailed shares acquisition agreement, which shall
                apply to
                them should the option be executed by the Recipient. Nothing in the
                aforesaid derogates from the validity of this agreement, should the
                option
                be realized without the agreement stipulated above having been
                signed.

            


    

     

    
      	7.	
              Date
                of completing the transaction
                (closing)

            


    

    


    The
      Parties shall coordinate when to meet at the offices of advocate Tik, Gilad,
      & Co., in Tel Aviv in order to execute all of the actions below, as
      integrated obligations, which shall be not later than 10 days from the date
      of
      submitting the Execution Notification:

    


    
      	
            	7.1	
              The
                Trustee shall hand over all of the documents to the Recipient which
                have
                been previously submitted to him according to the provisions of this
                Agreement, which shall include letters of all directors' resignation,
                duly
                approved protocol of the Conferrer regarding transfer of shares and
                of the
                shareholders' loan to the Recipient, deeds for transfer of shares,
                singed
                notification to Company Registrar in Israel regarding the transfer
                of
                shares to the Recipient, all directors shall sing a waiver of any
                complain
                and/or demand from the Company in wording to be approved in advance
                by
                Recipient's attorney, and any other additional document which the
                Recipient shall reasonably need for completion of all undertakings
                of the
                Conferrer under this Agreement;

            


    

    


    
      	
            	7.2	
              The
                Conferrer shall ratify in a letter that the state of the shares and
                of the
                Company on the option realization date is as detailed and described
                in
                this agreement and in its
                appendices;

            


    

    


    
      	
            	7.3	
              The
                Recipient shall pay to the Conferrer the consideration for the shares
                according to all provisions in article 1
                above;

            


    

    


    
      	
            	7.4	
              The
                parties’ obligations in this clause are integrated, and the non-fulfilling
                of any of the obligations of one party, in addition to this being
                a breach
                of the agreement, shall absolve the other party from his undertakings
                for
                the performance of his obligations at that time, as
                aforesaid.

            


    

    


    
      	
            	7.5	
              The
                parties shall sign any document that their representatives shall
                deem
                necessary for purposes of completing the transaction, including any
                document that may be required for purposes of transferring the shares
                and
                for purposes of receiving any certification that may be required,
                and any
                other activity shall be taken that may be required for purposes of
                fulfilling the provisions of this agreement in
                full.

            


    

     

    
      
         

      

      
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            	7.6	
              At
                the demand of the Recipient, the parties shall prepare, through their
                comptroller’s and/or accountants on their behalf and/or the Company’s
                accountant, an accounting (hereinafter: the “accounting”),
                in respect of discrepancies and amendments in the state of the Company
                compared with the Conferrer’s presentations and the obligations as
                stipulated in the Balance Sheet and this Agreement, and also they
                shall so
                make in the future, without any limitation as to time, any verification
                that the Recipient may request owing to the revealing of an expense,
                loss
                and/or payment and/or claim of any kind (provided that it will be
                according to a peremptory ruling) and/or a benefit to a third party
                and/or
                an obligation to a third party the grounds for which relate to the
                period
                of time prior to the realization of the option, and which did not
                appear
                or was not referred to in this agreement and in its appendices. The
                Conferrer undertakes to appear and to allow the execution of the
                accounting as stated above within 14 days of the Recipient’s demand in
                writing. The provisions in this article shall not derogate from any
                other
                provision regarding the final balance sheet to be prepared in for
                the
                closing.

            


    

     

    
      	8.	
              Breach
                and remedies

            


    

    


    
      	8.1	
              Omitted.

            


    

    


    
      	8.2	
              None
                of the provisions in this document may be interpreted as derogating
                from
                the rights of the parties under the provisions of the Law of Contract
                (Remedies Owing to a Breach of Contract) [5]731-1970, and from the
                other
                legal rights under any law for the receipt of any assistance or remedy,
                in
                addition to the agreed upon compensation, unless explicitly stipulated
                otherwise in this document.

            


    

     

    
      	9.	
              General

            


    

    


    
      
        	9.1	
                To
                  safeguard the rights of the Recipient under this agreement, the
                  Recipient
                  shall be permitted to register a first ranking charge on the shares.
                  The
                  Conferrer shall cooperate and enable the Recipient to create and
                  register
                  such charge within 21 days of the date of signing this
                  Agreement.

              


      

    

    


    The
      Recipient undertakes to allow the immediate expunging and cancellation of the
      charge at the end of the realization period should the Recipient not realize
      the
      option by the end of the realization period (which is not owing to a breach
      of
      this agreement by the Conferrer).

    


    
      	9.2	
              The
                Recipient shall be permitted to transfer or delegate his rights under
                the
                option and according to this Agreement to a third party, either for
                or
                without consideration as the Recipient so chooses. The Recipient
                shall
                deliver to the Conferrer a notification in writing concerning the
                endorsement and transfer of the rights under the option to a third
                party,
                legally signed by the Recipient and the third party, which shall
                not
                require any ratification from the Conferrer for said
                transfer.

            


    

     

    
      
         

      

      
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          7 -

        
          

        

      

      
         

      

    

     

    
      	9.3	
              Each
                party shall bear all the taxes and obligatory payments that apply
                to him
                by any law in respect of the conferring or receipt of the option
                under
                this document.

            


    

    


    
      	9.4	
              This
                agreement will be subject only to the laws of the State of Israel
                and any
                dispute in connection therewith shall be litigated only by the competent
                courts in Tel Aviv.

            


    

    


    
      	9.5	
              No
                change whatsoever to this agreement shall be valid unless said change
                shall be made in writing and signed by the parties to the agreement
                and a
                notification in respect thereof sent to their representatives by
                registered mail.

            


    

    


    
      	9.6	
              Without
                derogating from the contents of this agreement, regarding the delivery
                of
                the realization notification, the addresses of the parties to this
                agreement are as stipulated at the top of this agreement, and any
                notification that shall be sent by one party to this agreement to
                the
                other shall be considered as having been received within 72 hours
                from the
                date of its having been sent by registered mail, and if delivered
                by hand,
                then at the time of its delivery.

            


    

    


    


    And
      a witness whereof the parties have come to sign:

    


     

    
      	
              /s/
                Marc Narboni,
                CEO                    
                

              DCI
                USA Inc.  

            	
              /s/ World Group Shipping
                Ltd.                  
                

              World Group Shipping
                Ltd.

            


    

    
 

    
      
         

      

      
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