AGREEMENT
      

     

    THIS
      AGREEMENT (“Agreement”), dated as of this 5th
      day of
      July, 2007 is made by and between EMVELCO CORP., a Delaware corporation
      (“EMVELCO”) and Emvelco RE Corp., a Nevada corporation (“ERC”).

    


    RECITALS

    


    WHEREAS,
      ERC owns three (3) real estate properties (collectively, the “Properties”)
      presently under construction as follows:

    


    
      	
            	a)	
              That
                certain property which has the address of 347 N. Laurel Avenue, Los
                Angeles, California 90048 (the “Laurel
                Property”);

            


      	 	 	 


      	 	b)	
              That
                certain property which has the address of 360 N. Harper Avenue, Los
                Angeles, California 90048 (the “Harper Property”);
                and

            


      	 	 	 


      	 	c)	
              That
                certain property which has the address of 435 N. Edinburgh Avenue,
                Los
                Angeles, California 90048 (the “Edinburgh
                Property”).

            


    

     

    WHEREAS,
      ERC desires to sell and transfer to EMVELCO and EMVELCO desires to purchase
      and
      acquire the Properties upon the terms and conditions set forth herein;
      and

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, and for other valuable consideration, the sufficiency and receipt of
      which is hereby acknowledged, the Parties hereto agree as follows:

    


    1.    ERC
      shall
      transfer and convey the Laurel Property to EMVELCO pursuant to that certain
      All-Inclusive Purchase Money Deed of Trust with Assignment of Rents dated as
      of
      July 5, 2007 in consideration of securing indebtedness in the principal
      amount of $1,850,000.

    


    2.    ERC,
      shall transfer and convey the Harper Property to EMVELCO pursuant to that
      certain All-Inclusive Purchase Money Deed of Trust with Assignment of Rents
      dated as of July 5, 2007 in consideration of securing indebtedness in the
      principal amount of $1,900,000.

    


    3.    ERC
      shall
      transfer and convey the Edinburgh Property to EMVELCO pursuant to that certain
      All-Inclusive Purchase Money Deed of Trust with Assignment of Rents dated as
      of
      July 5, 2007 in consideration of securing indebtedness in the principal
      amount of $1,850,000.

    


    4.    EMVELCO
      acknowledges that the Properties are under construction and are being conveyed
      and transferred “as is, where is”. Furthermore, EMVELCO shall undertake final
      development and complete construction on all three (3) Properties. 

    


    5.    This
      Agreement shall be binding upon and be enforceable against the Parties hereto,
      and their successors and assigns and shall inure to the benefit of and be
      enforceable by the Parties and their successors and assigns, effective as of
      July 11, 2007 which is the recording date of the All-Inclusive Purchase
      Money Deeds of Trust for each of the Properties (the “Effective
      Date”).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.    The
      Parties agree to take all actions and execute any and all documents as may
      be
      requested by another Party, from time to time, to fully effect the intention
      and
      terms of this Agreement.

    


    7.    This
      Agreement shall be subject to and governed by the laws of the State of
      California, whether or not any party is or may become a resident of a different
      state.

    


    8.    This
      Agreement constitutes the entire understanding between the Parties with respect
      to the subject matter hereof, and supersedes all prior negotiations and
      agreements, whether written or oral, with respect to the subject matter of
      this
      Agreement.

    
 

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement on this 5th
      day
      of July, 2007.

    


    


    
      	EMVELCO CORP. 	EMVELCO RE CORP. 
	 	 
	 	 
	
              /s/ Yossi Attia

              By: Yossi Attia

              Title: Chief Executive Officer

            	
              /s/ Darren Dunckel

              By: Darren Dunckel

              Title: President