LOAN
      AGREEMENT

    


    THIS
      AGREEMENT
      is
      entered into this 28 day of November, 2007, by and between World
      Group Shipping Ltd. , whose address is 3 Hayetzira St, Ramat Gan, Israel,
      (“Lender”) 

    and
      231
      Norman Avenue LLC, whose address is 231 Norman Avenue, Brooklyn, New York 11213
      (“Borrower 1”) and DCI USA, Inc. (“Borrower 2”) (Borrower 1 and Borrower 2
      referred to collectively as “Borrowers”). 

    


    Recitals

    


    WHEREAS,
      Borrowers desires to borrow One Million Dollars (“the Loan Funds”).

    


    WHEREAS,
      Lender
      desires to loan Borrowers the Loan Funds based upon the terms set forth
      herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants herein
      contained, and for other good and valuable consideration, the parties agree
      as
      follows:

    


    Agreement

    


    1. 
      Loan Amount.
      Lender
      shall loan Borrowers the Loan Funds on December 3, 2007 (“the Closing Date”).
      The loan shall bear interest at 1.5% per month. The term of the loan shall
      be
      for 6 months (“the Term”) whereupon Borrowers shall pay to Lender all principle
      and accrued interest in U.S. dollars in one lump sum at a place in the U.S.
      or
      Israel provided by the Lender in writing. The Lender shall have the option
      to
      extend the loan term for up to one year beyond the Term (“the Extended Term”) on
      the same terms and conditions as were in effect for the Term. Each of the
      Borrowers shall be jointly and severably liable for the Loan Funds.

    


    2.
      Promissory Note.
      Borrowers shall each execute a promissory note in the form as attached here
      to
      as Attachment 2 evidencing this transaction (“the Promissory
      Note”).

    


    3.
      Option to Purchase Units.
      Borrowers represent to the Lender that Borrower 1 owns a 30% interest in the
      membership interests (“the NAPD Membership Interests”) of 231 Norman Avenue
      Property Development, LLC (“231 NAPD”), which in turn owns a 100% interest in
      the building and premises located at 231 Norman Avenue, Brooklyn, NY 11222
      (“the
      Premises”). Borrower 2 owns a 100% interest in Borrower 1 (“the NA Membership
      Interests”). The Premises include 68 individual commercial condominium units
      (“the Units”) which are currently listed for sale. The Premises have been newly
      renovated and 231 NAPD is processing its application for a certificate of
      occupancy.

    


    The
      parties understand that Borrower 1 might acquire a right to a distribution
      of
      its share of the unsold Units. 

    


    Borrowers
      hereby grants to Lender for good and valuable consideration an option to
      purchase any of the Units distributed to Borrower 1 at a price equal to 20%
      less
      than the then current market price (“Units Option”). The Units Option shall
      remain extant and valid until either (a) six months from the effective date
      of
      this Agreement or (b) the Loan Funds and any accrued interest are fully repaid,
      whichever period is longer. Lender shall have a first priority claim to all
      distributions by 231 NAPD to Borrower 1 until the Loan Funds are repaid in
      full.

     

    
      
        
        

      

      
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    4.
      Option to Purchase Membership Interests. Borrowers
      hereby grant to Lender for good and valuable consideration an option, at
      Lender’s discretion, either (a) to purchase the NAPD Membership Interests for
      $2,000,000 or (b) to purchase the NA Membership Interests for $2,000,000 (“the
      Membership Interests Option”), which shall remain extant and valid until either
      (a) six months from the effective date of this Agreement or (b) the Loan Funds
      and any accrued interest are fully repaid, whichever period is longer. Lender
      is
      aware that the NAPD Membership Interests are currently pledged to Harlem Suites,
      LLC, which owns 50% of 231 NAPD to secure the obligations of Borrower and other
      parties.

    .

    5.
      The Closing Date. The
      closing of this transaction shall take place at New York, NY (“the
      Closing”).

    


    6.
      Authorizations.
      Borrower
      1 represents that it is a single-asset and single-purpose limited liability
      company and that it has no debts or obligations not directly related to the
      Premises and that it has the authority to enter into this transaction. Borrower
      2 represents that upon a decision of its board of directors, which shall be
      taken prior to the Closing, that it has the authority to consummate this
      transaction. A copy of the resolution of the board of directors of Borrower
      2
      authorizing this transaction shall be provided to Lender prior to the Closing.
      

    


    7.
      UCC Filing.
      The
      parties agree that Lender shall have the right to file a UCC filing setting
      forth the Membership Interest Option and the Borrowers agree to execute any
      and
      all documents to effectuate same.

    


    8.
      Jurisdiction; Choice of Law.
      The
      parties agree to be subject to the jurisdiction of the State of New York and
      that the enforceability and interpretation of this Agreement shall be governed
      by the laws of the State of New York.

    


    9. Binding
      Agreement; Modification; Arbitration.
      This
      Agreement shall be binding upon the parties, their heirs, personal
      representatives, successors and assigns and shall represent the full and
      complete agreement between the parties superseding any prior agreements or
      understandings. No amendments or modifications of this Agreement shall be
      binding upon the parties unless in writing and signed by all of the parties.
      Any
      disputes arising out of this Agreement shall be subject to binding arbitration
      pursuant to the rules of the Arbitration Association of New York or similarly
      situated organization selected by the Lender.

    


    10.
      Initiation Fee
      -
      Borrower shall pay Lender the sum of $8,000 upon receipt of the Loan as
      Initiation Fee. Lender shall provide an invoice on such amount.

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement effective as of the day and year first
      above written.

    


    


    


    
      	
              Borrower:

               

               

              /s/ Marc Narboni______

              Name: Marc Narboni

              Title: CEO

            	
               Lender:

               

               

              /s/ World Group Shipping Ltd.

              Name: World Group Shipping Ltd.

              Title:

            


    

    


    
      
        
        

      

      
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