Exhibit 10.1


    
      

      

    

     

     

    Exhibit
      10.1

     

    LOAN
      AGREEMENT*


    


    


    


    In
      San
      Juan, Puerto Rico on the thirty-first (31st)
      of
      August, two thousand and five (2005).

    


    APPEAR:

    


    AS
      PARTY OF THE FIRST PART: MARGO STATE LINE, INC.
      (hereafter the “DEBTOR”), a corporation organized and existing under the laws of
      the State of Florida, with employer tax identification number 20-2239817,
      represented in this act by its President, MR. JUAN
      BAUTISTA MEDINA ARROYO,
      with
      social security number ###-##-####, of legal age, married, proprietor and
      resident of Bayamón, Puerto Rico, who represents and warrants that he is duly
      authorized to represent the DEBTOR in this agreement, to which he commits to
      proving, when and as often as necessary; and

    


    AS
      PARTY OF THE SECOND PART: DORAL BANK
      (hereafter “DORAL”), a banking corporation organized and existing under the laws
      of Puerto Rico, with employer tax identification number 66-0387312, represented
      in this act by its Executive Vice President, MR. ROLANDO
      RODRÍGUEZ MANCEBO,
      with
      social security number ###-##-####, of legal age, married, banker and resident
      of Guaynabo, Puerto Rico, who represents and warrants that he is duly authorized
      to represent DORAL in this agreement, to which he commits to proving, when
      and
      as often as necessary, and

    


    DECLARE,
      CONVENE AND PROMISE AS FOLLOWS:

    


    FIRST:
      The
      DEBTOR has requested of DORAL a loan or financing for the principal sum of
      FOUR
      HUNDRED EIGHTY-SIX THOUSAND DOLLARS ($486,000) (the “LOAN”). The DEBTOR
      represents and warrants to Doral that the product of the LOAN will be used
      solely and exclusively for the purposes that appear on the sheet attached to
      this agreement, which is incorporated herein as Addendum I
      and
      subject to the contents of Addendum I.

    


    SECOND:
      By
      virtue
      of all the aforementioned in this agreement, DORAL commits to grant to the
      DEBTOR and the DEBTOR in turn to receive from DORAL the financing or loan
      described below in this agreement, all under the arrangement of the
      following

    


    TERMS
      AND CONDITIONS:

    


    
      	
              2.1

            	
              Amount
                of the LOAN:

            


    

    


    The
      LOAN
      will be in the principal amount of FOUR HUNDRED EIGHTY-SIX THOUSAND DOLLARS
      ($486,000). 

     

     

    
      
        

      

    

    
      *   This
        is an English translation of the original Loan Agreement entered into between
        Margo State Line, Inc. and Doral Bank. Pursuant to Rule 306 of Regulation
        S-T, a
        signed original of the original Loan Agreement has been retained by the Company
        and furnished to the Securities and Exchange Commission upon
        request.

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    
      	
              2.2

            	
              Debtor: 

            


    

    


    The
      LOAN
      will be granted by DORAL to the DEBTOR, that is, to the MARGO STATE LINE, INC.,
      a corporation organized under the laws of the State of Florida, United States
      (employer tax identification number 20-2239817).

    


    
      	
              2.3

            	
              Interest: 

            


    

    


    Subject
      to the provisions of Section 2.10 of this agreement, the LOAN will accrue
      interest at an annual fixed rate of SIX POINT FIVE ZERO PERCENT (6.50%). After
      maturity or in the event of default in the payment of the principal or the
      interest of the LOAN within ten (10) natural days following its maturity, and
      as
      long as the default remains uncured, the annual interest rate of the LOAN will
      increase by two hundred (200) basis points. In the event of any other default
      by
      the DEBTOR of any of the terms and conditions of this agreement which is not
      cured within ten (10) natural days following its occurrence, and as long as
      the
      default remain uncured, the annual interest rate of the LOAN will increase
      by
      two hundred (200) basis points.

    


    
      	
              2.4

            	
              Maturity
                and Form of Payment:
                

            


    

    


    The
      interests on the funds owed under of the LOAN will be paid in eighty-three
      (83)
      equal monthly installments of principal and interest, beginning thirty (30)
      days
      following the disbursement of the LOAN by DORAL, in the amount of SEVEN THOUSAND
      ONE HUNDRED FIFTY-EIGHT DOLLARS AND FIFTEEN CENTS ($7,158.15) each, plus a
      last
      monthly payment of principal and interest, payment number eighty-four (84),
      in
      the amount of SEVEN THOUSAND ONE HUNDRED FIFTY-SEVEN DOLLARS AND NINETY-FOUR
      CENTS ($7,157.94).

    


    The
      LOAN
      will mature on the seventh (7th)
      anniversary of the date of execution of this agreement. See Section 2.10 of
      this
      agreement. The LOAN will be due, therefore, on August thirty-one (31), two
      thousand twelve (2012).

    


    
      	
              2.5

            	
              Bank
                Fee:

            


    

    


    DORAL
      will charge a non refundable bank fee in the amount of FOUR THOUSAND EIGHT
      HUNDRED SIXTY DOLLARS ($4,860). This commission will be included in the first
      disbursement of the LOAN, earned completely by DORAL at that moment and deducted
      and charged by DORAL from the product of the disbursement of the LOAN. Such
      fee
      will not be refundable.

    


    
      	
              2.6

            	
              Use
                of Funds:

            


    

    


    The
      funds
      product of the LOAN will be used by the DEBTOR only and exclusively for the
      purposes that appear in the sheet attached to this agreement, and made a part
      hereof as Addendum I
      and
      subject to the content of Addendum I.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    


    


    
      	
              2.7

            	
              Penalty
                for Late Payment and Increase in Interest Rate upon
                Default:

            


    

    


    The
      DEBTOR will pay DORAL an amount equal to FIVE PERCENT (5%) for any installment
      of principal and/or interests of the LOAN paid ten (10) natural days or more
      after its maturity. In the event any default in the payment of any installment
      of the principal or interests of the LOAN that continues ten (10) natural days
      or more after its maturity, or any default by the DEBTOR under this agreement
      or
      any of the other documents subscribed or to be subscribed by the DEBTOR in
      connection with this agreement, not cured within ten (10) natural days after
      its
      occurrence, and as long as such default remains uncured, the interest rate
      of
      the LOAN will increase by 200 basis points.

    


    
      	
              2.8

            	
              Collateral
                and Guarantee:

            


    

    


    THE
      LOAN
      will have the following collateral and guarantees:

    


    
      	 	
              a.

            	
              Guaranteed
                first lien in favor of DORAL and a first priority security interest
                in
                favor of DORAL over the equipment described in Addendum II
                to
                this Agreement (hereafter, the “EQUIPMENT”), and a pledge in favor of
                DORAL of the proceeds received by the DEBTOR, or to which the DEBTOR
                is
                entitled to receive, from the sale, lease and/or taking of all or
                part of
                the EQUIPMENT, up to a maximum of FOUR HUNDRED EIGHTY-SIX THOUSAND
                DOLLARS
                ($486,000) (hereinafter, the “EQUIPMENT SECURITY
                INTEREST”).

            


    

    


    
      	
              2.9

            	
              Due
                Dates and Advance Payment:

            


    

    


    The
      LOAN
      will mature in its entirety on August thirty-one (31), two thousand twelve
      (2012) and shall be payable as provided in Section 2.4 of this
      agreement.

    


    In
      the
      event of any prepayment for the total amount of the LOAN before its maturity
      with the product of any refinancing (except for refinancing granted by DORAL
      and/or entities affiliated to DORAL), the DEBTOR will be obligated to pay DORAL
      a non refundable penalty equal to ONE POINT FIVE PERCENT (1.5%) annually on
      the
      unpaid balance of the LOAN at the moment of prepayment until the maturity of
      the
      LOAN. This penalty for prepayment will be paid by the DEBTOR to DORAL
      simultaneously with the prepayment of the LOAN. 

    


    
      	
              2.10

            	
              Changes
                in Laws or Regulations Applicable to Doral:

            


    

    


    In
      the
      event of an increase in cost of funds to Doral as a result of any change in
      a
      law, rule, or regulation that becomes effective after the date of the execution
      of this agreement and which is applicable to DORAL, the interest rate of the
      LOAN will increase after the date in which the law, rule or regulation becomes
      effective. This increase in the interest rate of the LOAN will be only the
      amount sufficient for DORAL to recover the increase in the cost of its funds
      through the increased interest rate, in one part of said funds, equal at all
      times to the unpaid balance of the LOAN’s principal.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    


    
      	
              2.11

            	
              Source
                of Payment:

            


    

    


    The
      DEBTOR contemplates paying the loan with funds provided by the following sources
      or a combination of the same:

    


    
      	 	
              a.

            	
              A
                refinancing of the LOAN on or before its maturity. The parties appearing
                herein acknowledge, recognize and accept that neither DORAL nor its
                related or affiliated entities have the moral or legal obligation
                of any
                kind to grant or disburse the aforementioned refinancing, as well
                as that
                the DEBTOR’s obligation to pay the LOAN upon maturity is in no way
                conditioned to the approval, concession, or disbursement of said
                refinancing.

            


    

    


    
      	 	
              b.

            	
              Other
                funds of the DEBTOR.

            


    

    


    
      	 	
              c.

            	
              The
                product of the sale or lease of the
                EQUIPMENT.

            


    

    


    
      	
              2.12

            	
              Disbursement
                of the Loan and Promissory Note:

            


    

    


    DORAL
      has
      disbursed the LOAN in its entirety in a manner satisfactory to the DEBTOR,
      simultaneously with the granting of this agreement, with the deductions and/or
      retentions described in Addendum I
      of this
      agreement, if any, and the DEBTOR so acknowledges and accepts.

    


    
      	
              2.13

            	
              Promissory
                Note:

            


    

    


    The
      funds
      owed and to be owed under this LOAN have been evidenced by a promissory note
      issued at this same date by the DEBTOR to the order DORAL, for the principal
      amount of FOUR HUNDRED EIGHTY-SIX THOUSAND DOLLARS ($486,000). A copy of said
      promissory note is attached as Addendum III of
      this
      agreement and made a part hereof. DORAL acknowledges receipt of the original
      promissory note (the “CASHIER’S NOTE”) by appearing in this agreement.


    


    
      	
              2.14

            	
              Representations
                and Warranties of the DEBTOR:

            


    

    


    To
      induce
      DORAL to grant the LOAN to the DEBTOR, the DEBTOR represents and warrants DORAL
      the following:

    


    
      	 	
              a.

            	
              The
                provisions of Section FIRST of this agreement are correct and true
                and
                nothing in that section is
                misleading.

            


    

    


    
      	 	
              b.

            	
              The
                DEBTOR has the legal capacity to take the LOAN, enter into this agreement,
                subscribe and deliver the CASHIER’S NOTE, the EQUIPMENT SECURITY INTEREST
                and all the other documents, if any, in connection with the LOAN
                and/or
                the guarantees or collaterals of the same and subscribed by the
                DEBTOR.

            


    

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    


    
      	 	
              c.

            	
              Nothing
                in this agreement or in any other document in connection with the
                LOAN
                and/or its collaterals or guarantees violates any provision of contract(s)
                or agreement(s) that obligate or bind the DEBTOR or contained in
                the
                documents through which the DEBTOR was
                created.

            


    

    


    
      	 	
              d.

            	
              Nothing
                in this agreement or in any other document in connection with the
                LOAN
                and/or its collaterals or guarantees violates any law(s), rule(s),
                regulation(s), norm(s), sentence(s), decree(s) or similar instrument(s)
                that obligate or bind the DEBTOR.

            


    

    


    
      	 	
              e.

            	
              The
                DEBTOR is a corporation duly constituted and doing business and in
                good
                standing in accordance with the laws of the State of Florida and
                its
                President is MR. JUAN BAUTISTA MEDINA
                ARROYO.

            


    

    


    
      	 	
              f.

            	
              MR. JUAN
                BAUTISTA MEDINA ARROYO is duly authorized by the Board of Directors
                of the
                DEBTOR to appear in this agreement in representation of the DEBTOR,
                as
                well as in all other documents granted or to be granted by the DEBTOR
                in
                connection with this LOAN.

            


    

    


    
      	 	
              g.

            	
              This
                agreement, the CASHIER’S NOTE, the EQUIPMENT SECURITY INTEREST and other
                documents, if any, subscribed by the DEBTOR in connection with this
                LOAN
                and/or its collaterals or guarantees, are valid and obligate and
                bind the
                DEBTOR.

            


    

    


    
      	 	
              h.

            	
              There
                are no litigation, suits, judicial actions, or claims or similar
                proceedings pending against the DEBTOR, some or any of them, be it
                in the
                courts of justice or administrative agencies, or arbitration forums
                or
                anything similar, which either individually or in conjunction, will
                result
                in adverse material change(s) in the business or operations or financial
                condition of the DEBTOR, some or any of them and there is no threat
                of
                such litigation, suit, judicial action or claim or similar
                proceedings.

            


    

    


    
      	 	
              i.

            	
              The
                DEBTOR is not insolvent or incapable of paying their respective debts
                on
                their respective maturities.

            


    

    


    
      	 	
              j.

            	
              There
                is no bankruptcy, reorganization or similar proceedings filed by
                or
                against the DEBTOR.

            


    

    


    
      	 	
              k.

            	
              The
                EQUIPMENT SECURITY INTEREST has a rank of first mortgage and is not
                subordinated to any other charge or lien.


            


    

    


    
      	 	
              l.

            	
              The
                premiums of all the insurance policies mentioned in this agreement
                have
                been paid and said policies are fully valid and in
                effect.

            


    

    


    
      	 	
              m.

            	
              The
                DEBTOR maintains its accounting books and files in Puerto
                Rico.

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    


    
      	 	
              n.

            	
              The
                pledge and security interest in favor of DORAL as described in
                Section 2.8(a) are in first degree and are not junior or subordinate
                to charge, lien, or guaranteed interest of any kind, except for those
                mentioned in the aforementioned section, if
                any.

            


    

    


    
      	 	
              o.

            	
              The
                DEBTOR is duly authorized and has the necessary legal capacity to
                be owner
                of its properties and to conduct business as it currently does and
                has all
                required licenses and permits to do so, if any be
                required.

            


    

    


    
      	 	
              p.

            	
              Margo
                Caribe, Inc. is the owner of ONE HUNDRED PERCENT (100%) of the common
                stock issued and outstanding of the
                DEBTOR.

            


    

    


    
      	
              2.15

            	
              Obligations
                of the DEBTOR:

            


    

    


    To
      induce
      DORAL to grant the DEBTOR the LOAN, the DEBTOR promises the following as long
      as
      any amount of principal or interest is still owed by virtue of this
      LOAN:

    


    
      	 	
              a.

            	
              Will
                maintain or cause to maintain in full force and effect policies for
                fire,
                earthquake, hurricane, flood, vandalism, theft, extended coverage,
                and
                builder’s risk over the EQUIPMENT, as applicable, issued by solvent
                insurance companies acceptable to DORAL, for minimum coverage amounts
                acceptable to DORAL.

            


    

    


    
      	 	
              b.

            	
              Will
                include or cause that DORAL be included as additional insured in
                the
                policies mentioned in Section 2.15(a) of this agreement relative
                to
                EQUIPMENT along with the DEBTOR as their respective interest may
                appear.

            


    

    


    
      	 	
              c.

            	
              Will
                send or cause to be sent to DORAL complete copies of all insurance
                policies mentioned in Section 2.15(a) of this agreement, of all renewals
                and evidence of punctual payment of their
                premiums.

            


    

    


    
      	 	
              d.

            	
              Will
                cause guaranteed interests that form part of the collateral or guarantee
                of the LOAN be informed immediately to the State Department through
                the
                corresponding Financing Statements.

            


    

    


    
      	 	
              e.

            	
              Will
                request that the insurance companies that issued or issue all the
                aforementioned insurance policies notify DORAL of any changes, renewals
                or
                cancellations of said policies, as well as any arrears of delay in
                the
                payment of their premiums.

            


    

    


    
      	 	
              f.

            	
              The
                DEBTOR will not sell or transfer the EQUIPMENT, except through bona
                fide
                transactions with persons not related or affiliated to the DEBTOR
                and
                through the consideration of sufficient payment to reflect the fair
                market
                value of the property sold or
                transferred.

            


    

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    


    
      	 	
              g.

            	
              The
                DEBTOR will not sell the EQUIPMENT without the previous written consent
                from DORAL.

            


    

    


    
      	 	
              h.

            	
              Will
                maintain or cause to maintain that the EQUIPMENT and all its improvements
                be maintained in good state of conservation and
                maintenance.

            


    

    


    
      	 	
              i.

            	
              In
                general, all payments of debts will be kept current and up to date
                as well
                as in compliance with all obligations, including the necessary permits
                and
                licenses, if any, to be owner of its assets and to operate its
                businesses.

            


    

    


    
      	 	
              j.

            	
              Will
                comply with all laws, rules, regulations, norms, decrees, sentences,
                resolutions, and similar instruments that may
                apply.

            


    

    


    
      	 	
              k.

            	
              Will
                pay the principal and interests of the LOAN on
                time.

            


    

    


    
      	 	
              l.

            	
              Will
                grant clarifying motions or other additional documents deemed necessary
                so
                that guaranteed liens and interests that are a part of the collateral
                or
                LOAN guarantee be valid and
                binding.

            


    

    


    
      	 	
              m.

            	
              Will
                not transfer, mortgage, lien, or assign, except in favor of DORAL,
                the
                securities and assets that are a part of the collateral or guarantee
                of
                the LOAN. 

            


    

    


    
      	 	
              n.

            	
              Will
                maintain a checking account with DORAL
                BANK.

            


    

    


    
      	 	
              o.

            	
              Will
                pay or ensure the immediate payment of all legal fees relative to
                the LOAN
                documents, as well as seals on any Financing Statement(s) in connection
                with the LOAN submitted to the State Department of Puerto
                Rico.

            


    

    


    
      	 	
              p.

            	
              Will
                maintain files, documents, and accounting books in Puerto Rico and
                will
                submit to DORAL its financial statements every quarter, and if so
                required
                by DORAL, will make accessible its books to be examined and audited
                by
                DORAL.

            


    

    


    
      	 	
              q.

            	
              Will
                send or ensure delivery to DORAL annually, the DEBTOR’s financial
                statements. For financial statements of natural persons, these should
                be
                sent to DORAL on or before the fifteenth (15th
                )
                of April of each year. Likewise, those financial statements pertaining
                to
                legal entities should be sent to DORAL within ninety (90) natural
                days
                following the end of the fiscal year of the legal entity to whom
                the
                financial statements correspond. The financial statements will include
                a
                certification by the accountant in charge of their preparation indicating
                that according to the accountant’s best knowledge and understanding, and
                in his/her opinion, the DEBTOR is not defaulting or in default with
                its
                obligations under this agreement and all other documents in connection
                with this LOAN and/or its guarantees or
                collaterals.

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    


    
      	 	
              r.

            	
              Will
                defend, indemnify and keep DORAL and its stockholders, directors,
                officers, employees, agents, consultants, owners, and representatives
                of
                DORAL free from any liability, loss, damage, cost, or expense suffered,
                incurred or threatened as a result or alleged result, directly or
                indirectly, of any default of the DEBTOR’s part in its obligations under
                this agreement and the other documents in connection with this LOAN
                and/or
                its guarantees and/or collaterals, and/or as a result and/or alleged
                result of any notification, complaint, claim, suit, litigation, rule,
                regulation, norm and/or any other legal requisite, including, without
                limiting the generality and amplitude of the foregoing costs, legal
                expenses, legal and/or consulting fees, costs for environmental clean-up,
                removal and disposal of waste and/or substances and/or toxic, dangerous,
                contaminated materials, contaminants and/or controlled substances,
                costs
                for repairs or mitigation of damages to natural resources, fines,
                penalties, and/or injury to persons or personal property or real
                property
                and/or businesses and/or business entities or any other legal or
                natural
                entity, including, without limitation, all liabilities, responsibilities,
                claims, and past, present and/or future obligations resulting from
                or
                allegedly resulting from, direct or indirectly, relative to, direct
                or
                indirectly, the environmental condition of its real properties and/or
                other assets, personal or real and/or other assets included in the
                PROPERTY, and/or subsoil and/or the existence or alleged existence
                of any
                environmental danger or risk on its personal and real property and/or
                the
                subsoil and/or any discharge, alleged discharge or threat of any
                discharge
                of toxic, dangerous, contaminated, contaminants and controlled substances
                of any kind in, on, or under its personal and real property and/or
                its
                subsoil, at any time or moment, regardless if it is caused or allegedly
                caused or not by DORAL and/or its stockholders, and/or directors
                and/or
                officers, and/or employees and/or consultants and/or directors and/or
                owners and/or agents and/or representatives and/or within and/or
                under
                their control or any or some of
                them.

            


    

    


    
      	
              2.16

            	
              Default:

            


    

    


    DORAL
      may, in its sole option and discretion, accelerate the maturity of the LOAN,
      and/or proceed to collect it through judicial or extra judicial means, and/or
      execute its liens on the collaterals or guarantees, if any of the following
      events or omissions should occur, all of which will be considered noncompliance
      on the DEBTOR’s part when they are notified by DORAL to the DEBTOR and thirty
      (30) calendar days have elapsed commencing the date of
      notification:

    


    
      	 	
              a.

            	
              Non
                payment of any of the installments of interest or principal of the
                LOAN
                within thirty (30) natural days immediately following their respective
                maturities.

            


    

    


    
      	 	
              b.

            	
              Noncompliance
                by the DEBTOR of any of the terms and conditions of the LOAN and/or
                any
                other obligation it may have with
                DORAL.

            


    

    


    
      	 	
              c.

            	
              The
                commencement by or against the DEBTOR of any voluntary or involuntary
                proceeding under the Bankruptcy Law of the United States of America
                or any
                similar law to statute.

            


    

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    


    
      	 	
              d.

            	
              Insolvency
                of the DEBTOR or the DEBTOR’s incapacity to comply punctually with its
                obligations or pay its debts on
                time.

            


    

    


    
      	 	
              e.

            	
              Presence
                on the PROPERTY of Dangerous Substances in the DEBTOR’S real
                property.

            


    

    


    
      	 	
              f.

            	
              Failure
                to timely pay territory taxes on its real property. Failure to timely
                pay
                the taxes, rights or patent over any personal
                property.

            


    

    


    
      	 	
              g.

            	
              Failure
                to timely pay the aforementioned premiums or insurance policies or
                the
                cancellation of said policies or any one of them without its immediate
                substitution with a similar policy.

            


    

    


    
      	 	
              h.

            	
              If
                any representation by the DEBTOR in this agreement or the LOAN application
                were intentionally false, materially incomplete or conducive to
                error.

            


    

    


    
      	 	
              i.

            	
              The
                future assignment, transfer, sale, or establishment of a lien or
                liens on
                the EQUIPMENT or on any or some of the interests of the DEBTOR and/or
                MARGO on the securities, instruments, or assets that constitute the
                collateral or guarantee of the LOAN, except when in favor of
                DORAL.

            


    

    


    
      	 	
              j.

            	
              The
                sale of the EQUIPMENT without written consent of
                DORAL.

            


    

    


    
      	 	
              k.

            	
              The
                appointment of an executor, judicial administrator, receiver or similar
                officer to take charge of any or some of the DEBTOR’S personal or real
                property or of any or part of the assets or businesses of the DEBTOR,
                if
                the same does not become null within the sixty (60) days immediately
                following the appointment.

            


    

    


    
      	 	
              l.

            	
              If
                any sentence or arbitration decision or an order from any litigation,
                administrative proceeding or arbitration is issued and becomes firm
                and
                final against the DEBTOR, for an amount of ONE HUNDRED THOUSAND DOLLARS
                ($100,000) or more and the same is not satisfied or bonded within
                sixty
                (60) days following the date issue date, or if any creditor takes
                possession of any property or properties from the DEBTOR and said
                possession is not terminated, be it by bonding the debt or a claim
                or
                desist or a dismissal or a termination to the claim, within sixty
                (60)
                days following the initial taking of
                possession.

            


    

    


    
      	 	
              m.

            	
              If
                the DEBTOR is dissolved or merges with any entity, or if the DEBTOR’s
                stock or the interests of MARGO CARIBE, INC. in the DEBTOR are mortgaged,
                liened, transferred, traded or assigned, except to entities controlled
                by
                MARGO CARIBE, INC., without the written consent of DORAL.
                

            


    

    


    
      	 	
              n.

            	
              If
                the DEBTOR does not obtain the title insurance policies describe
                in this
                agreement or if during the term of the LOAN any of these policies
                ceases
                to be in full force and effect.

            


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    


    THIRD:
      This
      agreement may not be assigned by the DEBTOR without the previous written consent
      of DORAL and DORAL is under no obligation to give this consent. Likewise, DORAL
      may freely assign this agreement to any person or entity and DORAL may freely
      sell the LOAN and/or one or more participations of the same to any entity.
      Subject to the above, this agreement will be in force and in effect between
      the
      parties and their inheritors, successors, trustees, and
      cessionaries.

    


    FOURTH:
      The
      notifications between the parties under this agreement will be by certified
      mail
      with acknowledgement of receipt, with pre-paid postage, or by messenger with
      acknowledgment of receipt, with a copy by fax to the following addresses and
      fax
      numbers of the parties or to those that the parties notify in the
      future:

    


    To
      DORAL:

    


    Doral
      Bank

    Doral
      Bank Plaza, Suite 800

    1159
      F.D.
      Roosevelt Avenue

    Puerto
      Nuevo

    San
      Juan,
      Puerto Rico 00920

    Telecopier:
      (787) 767-9098

    


    
      	
            	Attention:	
              Mr.
                Rolando Rodríguez Mancebo

            


    

    
      	
            	 	
              Executive
                Vice President

            


    

    


    To
      the DEBTOR:

    


    MARGO
      STATE LINE, INC.

    Call
      Box
      1370

    Dorado,
      P.R. 00646-1370

    


    
      	
            	Attention:	
              Mr.
                Juan Bautista Medina Arroyo

            


    

    
      	
            	 	
              President

            


    

    


    FIFTH:
      This
      agreement will be interpreted in accordance with the laws of Puerto Rico and
      will be governed by the same.

    


    SIXTH:
      In
      the
      event any litigation arises relative to this agreement, the LOAN or other
      documents relative to it, the parties will submit to the jurisdiction of the
      General Court of Justice of Puerto Rico.

    


    SEVENTH:
      Should
      DORAL waive any or some of its rights under this agreement and the other
      documents in connection with the LOAN or its guarantees or collaterals does
      not
      imply nor should be interpreted as DORAL’s waiver of the rest of its rights
      under this agreement and will apply only and exclusively to the occasion on
      which said renunciation is made and to no other occasions. 

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    


    EIGHTH:
      The
      titles and number and section letters, sections, paragraphs, or parts of this
      agreement are inserted only to facilitate its reading and in no way affect
      the
      substance content of the same.

    


    NINTH:
      In
      this
      agreement, the feminine, the masculine and the neutral are used indistinctively,
      unless the text specifically suggests the contrary. The same occurs with plurals
      and singulars.

    


    TENTH:
      It
      is the
      parties’ intention that all the clauses, terms and conditions present in the
      contract be obligatory, valid and binding as written. Nevertheless, if a court
      with jurisdiction on the subject should resolve in final and firm manner that
      a
      part of section of this agreement is not valid the way it is written for being
      too vague or too comprehensive, then the parties agree that said clause, section
      or part be valid and binding only to the maximum possible as determined by
      the
      court. On the other hand, if any clause, part or section of this agreement
      result illicit or illegal according to a firm and final determination of some
      court with jurisdiction, then the same shall be held as null and the rest of
      the
      contract will remain in full force and effect.

    


    ELEVENTH:
      This
      agreement may be modified or amended only by a written document signed by all
      parties here present.

    


    TWELFTH:
      The
      DEBTOR authorizes DORAL to pay directly to the offices of Francisco Pujol
      Meneses, Esq., with charge to the LOAN, legal fees incurred by the DEBTOR in
      the
      preparation and closing of the LOAN and all the documents relative to the same
      and all other expenses relative to the closing of this LOAN.

     

     

    
 

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
 

    IN
      WITNESS WHEREOF,
      the
      parties grant and subscribe this agreement, as they agree it reflects total,
      complete, faithful and exactly what they have agreed, at the place and time
      indicated in the heading of this document.

    


    
      	
              DORAL
                BANK

            	 	
              MARGO
                STATE LINE, INC.

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Rolando Rodríguez
                Mancebo                 
                

            	 	
              By:

            	
              /s/
                Juan Bautista Medina
                Arroyo                    
                

            
	 	
              ROLANDO
                RODRÍGUEZ MANCEBO

            	 	 	
              JUAN
                BAUTISTA MEDINA ARROYO

            
	 	
              Executive
                Vice President

            	 	 	
              President

            


    

    


    


    Affidavit
      Number: 1607

    


    Acknowledged
      and signed before me by Mr. Rolando Rodríguez Mancebo, of legal age,
      banker, married and resident of Guaynabo, Puerto Rico, in his capacity as
      Executive Vice President of Doral Bank, and by Mr. Juan Bautista Medina
      Arroyo, as President of Margo State Line, Inc., of legal age, proprietor,
      married and resident of Bayamón, Puerto Rico, both of whom I know personally. In
      San Juan, Puerto Rico, on the thirty-first (31st)
      of
      August, two thousand five (2005).

    


    [SEAL]

    


    
      	 	
              /s/María
                del Rosario Pujol Thompson

            
	 	
              Notary
                Public

            
	 	 


    

    


    
 

     

     

     

     

     

     

    12