<SEQUENCE>8

<FILENAME>dex10161.txt

<DESCRIPTION>SOLAKIAN LOAN AND SECURITY AGREEMENT

<TEXT>

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                               LOAN AND SECURITY AGREEMENT

                               ---------------------------



     THIS LOAN AND SECURITY AGREEMENT dated as of October 1, 2001, by and among

LIGHTHOUSE FAST FERRY, INC., a New Jersey corporation, and FAST FERRY I CORP.

and FAST FERRY II CORP., New York corporations, with executive offices at 195

Fairfield Avenue, Suite 3C, West Caldwell, New Jersey 07006 (collectively,

together the "Borrowers"); and JAMES R. SOLAKIAN, 152 Mockingbird Court, Three

Bridges, New Jersey 08887 (together with his successors and assigns, the

"Lender").



     WHEREAS, the Borrowers and the Lender agree to enter into this Loan and

Security Agreement to provide for a term loan with the Lender (in the amount of

$350,000.00);



     NOW, THEREFORE, for and in consideration of the mutual covenants and

agreements contained herein and other good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, the Borrowers and the

Lender, each party in consideration that the other join herein, and agree as

follows:



                                   ARTICLE I

                                   ---------

                         AMOUNT AND TERMS OF TERM LOAN

                         -----------------------------



     Section 1.01.  Term Loan.   The Lender shall make a term loan to the

                    ---------

Borrowers in the original principal amount of THREE HUNDRED FIFTY THOUSAND

($350,000.00) dollars (the "Term Loan").



     Section 1.02.  Repayment of Term Loan Principal.  The principal of the Term

                    --------------------------------

Loan shall be paid in six (6) consecutive monthly payments, with such payments

commencing November__, 2001, and continuing on the same day of each consecutive

month thereafter until the Term Loan Maturity Date.  The amount of each such

principal payment shall be in such amounts as set forth and established in

Schedule A attached hereto and made a part hereof, said payments being amortized

over a six (6) month period.  The final payment, which shall be due and payable

on the Term Loan Maturity Date, shall be in an amount equal to any then

remaining unpaid principal balance outstanding on the Term Loan, together with

any accrued but unpaid interest thereon.



     Section 1.03   Payment of Term Loan Interest.   The Borrowers shall

                    -----------------------------

likewise pay the Lender, on the first (1/st/) day of each calendar month,

commencing on November 1, 2001, and continuing until the Term Loan Maturity

Date, interest in arrears on the unpaid principal balance of the Term Loan.

Prior to an Event of Default, interest on the outstanding principal balance of

the Term Loan shall accrue at an eighteen (18%) percent per annum rate. Interest

shall be calculated on the basis of a 360-day year for the actual number of days

elapsed.



     Notwithstanding the foregoing, to the extent permitted by law, upon the

occurrence of any Event of Default under this Agreement, the rate of interest on

the unpaid principal balance of the Term Loan shall, at the option of the

Lender, be increased to a twenty-four (24%) percent  per

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annum rate ("Term Loan Default Interest Rate"). The Borrowers acknowledge that

(a) the Term Loan Default Interest Rate is a material inducement to the Lender

to make the Term Note; (b) the Lender would not have made the Term Loan in the

absence of the agreement of the Borrowers to pay the Term Loan Default Interest

Rate upon the occurrence of any Event of Default; (c) such Term Loan Default

Interest Rate represents compensation to the Lender for the increased risk to

the Lender that the Term Loan will not be repaid by the Borrowers; and (d) the

Term Loan Default Interest Rate is not a penalty and represents a reasonable

estimate of (i) the cost to the Lender in allocating its resources (both

personnel and financial) to the ongoing review, monitoring, administration and

collection of the Term Loan and (ii) compensation to the Lender for losses

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