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 a
