Exhibit 10.28

                     FOREBEARANCE AND MODIFICATION AGREEMENT

      THIS  FOREBEARANCE  AGREEMENT  is  executed as of March 31,  2005,  by and
between  231 Norman  Avenue,  LLC, a New York  limited  liability  company  (the
"Borrower"),  with an address at 231 Norman Avenue,  Brooklyn,  New York, 11222,
and DCI USA, Inc. (the  "Lender"),  with an address at 20 West 64th Street,  New
York, NY 10023.

                                    RECITALS

      Whereas,  Borrower is obligated  to, among other  things,  make  quarterly
interest  payments  to  Lender  pursuant  to the  terms  and  conditions  of the
Promissory  Note dated February 24, 2004 (the  "$770,000  Note") in the original
principal  amount of $770,000 from Borrower to Direct Capital  Investment,  Ltd.
("DCI"), which was duly assigned to Lender;

      Whereas,  payments  were made to DCI at the end of each  calendar  quarter
notwithstanding the terms of the $770,000 Note;

      Whereas, payment was made by Borrower on February 1, 2005 in the amount of
$7,000  against  accrued  interest  of  $13,163.84  which was due and payable on
December 31, 2004 with respect to the $770,000 Note;

      Whereas,  Borrower  has  requested,  and Lender has agreed,  that the next
payment due to Borrower under the $770,000 Note shall not be due until March 31,
2005,

      Whereas,  Borrower is obligated  to, among other  things,  make  quarterly
interest  payments to Lender  commencing  on February  25, 2005  pursuant to the
terms and conditions of the Assignment of Obligations  under Promissory Note and
Indemnification  Agreement (the  "$600,000  Note; and together with the $770,000
Note, the "Notes") which were duly assigned to the Lender from 231 Norman Avenue
Property Development, LLC with the consent of Hypothecators Mortgage Company and
Elliot Rubin;

      Whereas,  Borrower has  requested,  and Lender has agreed,  that the first
payment due to Borrower under the $600,000 Note in the amount of $6,115.07 shall
not be due until March 31, 2005;

      Now,  therefore,  for good and  valuable  consideration,  the  receipt and
sufficiency are hereby acknowledged, the parties agree as follows:

      1.  Forebearance.  Lender  hereby  agrees with the Borrower  that it shall
forego the interest  payments and the default  payments  related  thereto due it
pursuant to the terms of the Notes.

<PAGE>

      On March 31, 2005, Borrower shall make a quarterly interest payment to the
Lender,  representing  accrued  interest  with respect to the $770,000 Note from
January 1, 2005 through and including  March 31, 2005,  on March 31, 2005.  Said
payment of  $6,115.07  shall  represent  accrued  interest  with  respect to the
$770,000 Note.

      On March  31,  2005,  Borrower  shall  make the first  quarterly  interest
payment to the Lender of $6,000,  representing  accrued interest with respect to
the $600,000  Note from  November 29, 2004  through and  including  February 25,
2005.

      2.  Default.  If said  payment is not made within 15  business  days after
March 31, 2005,  the payment  which was due on December 31, 2004 with respect to
the $770,000  Note shall bear interest as provided in Section 2 of the Note from
January 1, 2005 until the late payment is made in full.

      3.  Note  Modification.  Notwithstanding  the  terms  of the  Notes to the
contrary, as of the date hereof Borrower shall make quarterly payments to Lender
of interest only  commencing  March 31, 2005 in arrears.  All other terms of the
Notes  shall  remain in full force and effect  except as  specifically  modified
herein.

      4. Reference. On and after the date hereof, each reference in each Note to
"this Note", "hereunder",  "hereof",  "herein" or words of like import, and each
reference  to the Note in any other  agreement,  document  or other  instrument,
shall  mean,  and be a reference  to the  particular  Note,  as modified by this
agreement.

      5.   Counterparts.   This  agreement  may  be  executed  in  one  or  more
counterparts and by facsimile, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.

      6.  Captions.  The captions  used herein are intended for  convenience  of
reference  only,  shall not  constitute any part of this agreement and shall not
modify or affect in any  manner  the  meaning  or  interpretation  of any of the
provisions of this agreement.

      7. Binding  Effect.  This agreement shall be binding upon and inure to the
benefit of the permitted successors and assigns of the parties hereto.

      8.  Governing  Law. This  agreement and the rights and  obligations of the
parties  under this  agreement  shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of laws rules
applied in such state.

<PAGE>

      IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement as of
the date appearing on the first page of this Agreement.


                                               LENDER:


                                               DCI USA, Inc.

                                               By: /s/ Jonathan Ilan Ofir
                                                   ----------------------
                                               Chief Executive Officer

                                               BORROWER:

                                               231 Norman Avenue, LLC

                                               By: /s/ David Yerushalmi
                                                   ----------------------