FOREBEARANCE AND MODIFICATION AGREEMENT

                                  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