EXHIBIT
      10.20

    


    Execution
      Copy

     

    LOAN
      AGREEMENT

     

    THIS
      LOAN AGREEMENT
      (this
“Agreement”) is entered into by and between MEDI-HUT INT’L (MFG) CO., LTD., a
      corporation organized and existing under the laws of the Republic of Korea
      (“Korea”) with its principal offices at 4-1 Godeung-Ri, Sojung-Myun, Yeonki-Kun,
      Chungcheongnam-Do, Korea (“MHI”) and MEDI-HUT CO., INC., a corporation organized
      and existing under the laws of the State of Nevada, United States of America,
      with its principal offices at 1345 Campus Parkway, Wall Township, New Jersey
      07753, United States of America (“MHUT”; together with MHI, collectively, the
“Parties”).

     

    WITNESSETH:

     

    WHEREAS,
      MHUT has
      provided certain financing assistance to MHI in support of MHI’s operations; and


     

    WHEREAS,
      MHUT and
      MHI desire to memorialize their agreement as to the terms and conditions for
      the
      repayment by MHI of such financing assistance.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and the mutual covenants and promises
      set forth herein below, the Parties, intending to be legally bound hereby,
      agree
      as follows:

     

    Article
      1.    Acknowledgement
      of Financing Assistance; Maturity of the Loans; Interest

     

    
      	1.1	
              MHI
                hereby acknowledges that the following amounts (the “Loans”) have been
                received from MHUT in support of MHI’s
                operations:

            


    

    
      	 	 	 	 
	
              Disbursement
                Date

            	 	
              Amount

              (in
                U.S. Dollars)

            	 
	
              June
                7, 2002

            	 	 	
              US
                $100,000

            	 
	
              June
                29, 2002

            	 	 	
              US
                $200,000

            	 
	
              February
                4, 2003

            	 	 	
              US
                $50,000

            	 
	
              February
                28,2003

            	 	 	
              US
                $100,000

            	 
	
              Total:

            	 	 	
              US
                $450,000

            	 
	 	 	 	 	 


    

    
      	1.2	
              The
                Loans shall be repaid in U.S. Dollars in installments as follows:
                (a)
                US$75,000 on or before December 31, 2004, together with interest
                accruing
                on the outstanding balance of the Loans from the respective Disbursement
                Dates (as set forth in Section 1.1 above) to December 31, 2004 in
                accordance with Section 1.3 below; (b) US$125,000 on or before December
                31,2005, together with interest accruing on the outstanding balance
                of the
                Loans from January 1, 2005 to December 31, 2005 in accordance with
                Section
                1.3 below; (c) US$125,000 on or before December 31,2006, together
                with
                interest accruing on the outstanding balance of the Loans from January
                1,
                2006 to December 31, 2006 in accordance with Section 1.3 below; and
                (d)
                US$125,000 on or before December 31, 2007, together with interest
                accruing
                on the outstanding balance of the Loans from January 1, 2007 to December
                31, 2007 accordance with Section 1.3 below. The Loans may be prepaid
                at
                any time at the option of MHI without any premium or
                penalty.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	1.3	
              Interest
                on the outstanding balance of the Loans shall become due and payable
                on
                the respective due dates of the installments as set forth in Section
                1.2
                above (or if applicable, on the date of any repayment pursuant to
                Section
                1.4 below or any other prepayment) and shall accrue from the respective
                Disbursements Dates (as set forth in Section 1.1 above) at the Applicable
                Rate (as defined below) (but in no event higher than the highest
                rate
                permitted under applicable law) on the basis of a 365-day year and
                actual
                number of days elapsed. The term “Applicable Rate” as used herein shall
                mean the following: (a) for interest accruing from the respective
                Disbursement Dates (as set forth in Section 1.1 above) to December
                31,
                2004: 4% per annum; (b) for interest accruing from January 1, 2005
                to
                December 31, 2005: 5% per annum; and (c) for interest accruing from
                January 1, 2006 to December 31, 2007: 6% per
                annum.

            


    

     

    
      	1.4	
              Notwithstanding
                anything to the contrary set forth herein, the Loans shall become
                immediately due and payable to the extent that MHI repays any amounts
                (“Related Party Indebtedness”) owed to any of its directors, officers,
                affiliates and any other related parties, whether at the stated maturity
                of such amounts or otherwise. MHI may not repay any portion of Related
                Party Indebtedness unless MHI simultaneously repays the Loans on
                a pro
                rata basis (i.e., in proportion to the respective principal amounts
                of the
                Loans and Related Party Indebtedness outstanding as of the date of
                the
                proposed repayment).

            


    

     

    Article
      2.    Covenants

     

    In
      addition to the other undertakings herein contained, MHI hereby covenants to
      MHUT that so long as any amount payable hereunder is outstanding MHI shall
      perform the following obligations:

     

    
      	2.1	
              MHI
                shall maintain its existence in good standing under, and conduct
                its
                business in material compliance with, all applicable laws and shall
                maintain adequate licenses and authorization to conduct its
                business.

            


    

     

    
      	2.2	
              MHI
                shall, promptly, upon acquiring actual knowledge of such matters,
                give
                notice to MHUT of each of the following events with respect to itself:
                (i)
                any material loss of or damage to its properties or assets; (ii)
                the
                commencement of any litigation or proceedings against it which may
                materially adversely affect the ability of MHUT to fulfill its obligations
                under this Agreement; (iii) any other circumstances that could materially
                adversely affect the performance by MHI of its obligations under
                this
                Agreement; and (iv) the occurrence of any Event of Default described
                in
                Article 3 below.

            


    

     

    
      	2.3	
              MHI
                shall as soon as practicable after the execution of this Agreement
                obtain
                and secure all governmental and other authorizations and approvals
                (including, without limitation, any authorizations or approvals required
                under foreign exchange regulations of Korea) necessary for the performance
                of its obligations hereunder.

            


    

     

    
      	2.4	
              MHI
                shall execute all such other documents and instruments and do all
                such
                other acts and things as MHUT may reasonably require to carry out
                the
                transactions contemplated herein.

            


    

     

     

    
      
         

      

      
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    Article
      3.    Events
      of Default

     

    If
      any of
      the following events (“Events of Default”) shall occur and be
      continuing:

     

    (a)    MHI
      shall
      fail to pay when due any amount owing to MHI hereunder; or

     

    (b)    MHI
      shall
      fail to perform any other obligation herein; or

     

    (c)    MHI
      shall
      commit a material breach of its obligations under the Joint Venture Agreement
      among MHUT, MHI and certain other parties named therein (as the same may be
      amended and/or restated from time to time); or

     

    (d)    a
      petition in bankruptcy or similar proceeding shall be filed by or against MHI,
      or any custodian or similar officer shall be appointed for MHI or for any
      substantial part of the property of MHI, or any judgment, warrant of attachment
      or execution or similar process shall be issued or levied against MHI or any
      part of the property of MHI; or (e) for any reason materially and adversely
      affecting MHI or any collateral or guarantor, MHUT shall at any time reasonably
      deem itself insecure or shall reasonably believe the prospect of receiving
      payment of MHUT’s obligations is impaired; then, or at any time thereafter, any
      or all of the obligations of MHI hereunder, at MHUT’s option, shall become
      immediately due and payable, without notice, presentation or demand for payment,
      which are hereby expressly waived. If MHI shall fail to make payment when due
      of
      any sum owed hereunder (whether at its stated maturity, by acceleration or
      otherwise), MHI shall pay to MHUT on demand interest from and including such
      due
      date until payment in full thereof at a rate equal to 4% over the Applicable
      Rate (but in no event higher than the highest rate permitted under applicable
      law). MHI shall reimburse and indemnify MHUT on demand for all costs and
      expenses, including reasonable attorneys’ fees, that may be incurred by it as a
      result of all Event of Default, whether or not MHUT accelerates the obligations
      of MHI and whether or not MHUT commences legal proceedings against
      MHI.

     

    Article
      4.    Notices

     

    Any
      notices or other communications required or permitted hereunder shall be in
      writing and shall be deemed sufficiently given if personally delivered, sent
      by
      registered or certified mail, return receipt requested, postage prepaid, or
      transmitted by facsimile, in each case addressed as follows or to such other
      address as any party hereto shall have notified the other party in accordance
      with the provisions of this Article:

     

    If
      to
      MHI:

     

    Medi-Hut
      Int’l (Mfg.) Co., Ltd.

    4-1
      Godeung-Ri, Sojung-Myun

    Yeonki-Kun

    Chungcheognam-Do,
      Korea

    Attention:
      Representative Director

    Facsimile:
      82-41-862-5700

    



    
      
         

      

      
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    If
      to
      MHUT:

     

    Medi-Hut
      Co., Inc.

    1345
      Campus Parkway

    Wall
      Township, New Jersey 07753

    United
      States of America

    Attention:
      President

    Facsimile:
      1-732-919-2799

    


    With
      a
      copy to:

    


    Kim,
      Chang & Lee

    171
      Wonseo-Dong,Chongro-Ku

    Seoul,
      Korea

    Attention:
      Moon Han, Esq.

    Facsimile:
      82-2-725-8727

    


    Article
      5.    Governing
      Law and Adjudication

     

    This
      Agreement shall be governed by the laws of Korea. Each of the Parties agrees
      that all actions arising out of or in respect of this Agreement may be brought
      in the Seoul District Court located in Seoul, Korea as the court of first
      instance.

     

    Article
      6.    Miscellaneous

     

    
      	6.1	
              This
                Agreement shall become effective as of June 7, 2002 (the “Effective
                Date”).

            


    

     

    
      	6.2	
              If,
                at any time subsequent to the date hereof, any provision of this
                Agreement
                shall be held by any court or arbitral tribunal of competent jurisdiction
                to be illegal, invalid or unenforceable, such provision shall be
                of no
                force or effect, but the illegality, invalidity or unenforceability
                of
                such provision shall have no effect upon and shall not impair the
                validity
                or enforceability of any other provision of this Agreement. The Parties
                shall be obliged to replace such illegal, invalid or unenforceable
                provision by a new provision having similar
                effect.

            


    

     

    
      	6.3	
              This
                Agreement may be amended, supplemented or changed, and any provision
                hereof may be waived, only by written instrument making specific
                reference
                to this Agreement or to such provision to be waived, signed by the
                party
                against whom enforcement of such amendment, supplement, modification
                or
                waiver is sought.

            


    

     

    
      	6.4	
              This
                Agreement shall be binding upon and shall inure to the benefit of
                the
                Parties and their respective successors and permitted assigns; provided,
                however, that neither this Agreement nor any rights or obligations
                hereunder may be assigned, transferred or delegated by any party
                without
                the prior written consent of the other
                party.

            


    

     

    
      	6.5	
              This
                Agreement embodies the entire agreement of the Parties with respect
                to the
                subject matter hereof and supersedes and cancels any and all prior
                agreements and understandings, oral or written, which may exist in
                relation thereto.

            


    

     

    
      	6.6	
              This
                Agreement may be executed in any number of counterparts, each of
                which
                shall be deemed an original, but all of which, taken together, shall
                constitute one and the same
                instrument.

            


    

     

    
      	6.7	
              This
                Agreement is executed in the English language, which shall be controlling
                in all respects between the Parties. No translation hereof shall
                be of any
                force or effect in the interpretation of this
                Agreement.

            


    

     

    [Signatures
      on the following page]

     


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be duly executed, intending to make it
      legally binding as of the Effective Date.

     

    
      	MEDI-HUT INT’L (MFG) CO., LTD.	 	 	MEDI-HUT CO., INC.
	 	 	 	 
	 	 	 	 
	/s/ Young-Kil
              Shin	 	 	/s/ David
              R. LaVance
	
              

            	 	 	
              

            
	
              Name:  
                Young-Kil Shin

              Title:     President

            	 	 	Name:  
              David R. LaVance
Title:     President and Chief
              Financial Officer


    

     

     

    
      
         

      

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