Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Tel: (000) 000-0000 / Fax: (000) 000-0000
February 1, 2005
Xx. Xxxx Xxxx
President
DCI USA, INC.
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Letter Agreement
Dear Xx. Xxxx,
This letter confirms certain agreements between the undersigned
parties. Our agreement is as follows:
The obligations of DCI USA, Inc. (the "DCI") pursuant to the
Investor Registration Rights Agreement (the "Investor
Registration Rights Agreement") between Cornell Capital Partners,
LP ("Cornell Capital") and DCI, dated December 13, 2004, shall
terminate provided that DCI registers with the Securities and
Exchange Commission as a Business Development Company, pursuant
to the Investment Company Act of 1940, within thirty days of the
date hereof. After such election and approval of the shareholders
of DCI in accordance with SEC rules and regulations, DCI will
issue to Cornell Capital, upon conversion of the Convertible
Debentures, shares of DCI's common stock pursuant to the
exemption from the registration requirements provided by
Regulation E promulgated under the Securities Act of 1933
together with an opinion of Xxxxxx and Xxxxxx, LLP satisfactory
to Cornell Capital that such shares to be issued will not be
restricted shares or contain restrictive legends. The forgoing
is conditional on DCI being in a position to cause the legal
opinion described above to be delivered to Cornell Capital and
issue shares of DCI common stock to Cornell Capital pursuant to
Regulation E within sixty days of the date hereon.
If DCI is not able to issue Regulation E common stock to Cornell
Capital, then the terms of the Investor Registration Rights
Agreement shall become effective again, except that the dates
referred to in Section 2 thereof shall begin to run on the date
that DCI is no longer eligible to issue Regulation E common stock
to Cornell Capital.
Pursuant to the Securities Purchase Agreement between DCI and
Cornell Capital dated December 13, 2004 ("Securities Purchase
Agreement") Cornell Capital paid gross proceeds of $250,000 to
DCI and DCI issued to Cornell Capital a Convertible Debenture in
the amount of $250,000. The parties hereby agree to amend the
terms of the Second Closing of the Securities Purchase Agreement
as follows: upon filing a N-54A all necessary documents and forms
with the SEC in order to become a Business Development Company,
Cornell Capital will advance to DCI gross proceeds of $125,000
and DCI will issue to Cornell Capital a Convertible Debenture in
the amount of $125,000 and upon becoming a Business Development
Company, Cornell Capital will advance to DCI gross proceeds of an
additional $125,000 and DCI will issue to Cornell Capital and
addition Convertible Debenture in the amount of $125,000. The
terms of the Convertible Debenture will be identical to the
current Convertible Debenture, other than the fact that it is
convertible into Regulation E shares.
The terms of the Standby Equity Distribution Agreement dated
December 13, 2004 between Cornell Capital and DCI and the
Registration Rights Agreement, dated December 13, 2004 between
Cornell Capital and DCI shall be modified hereby to accord with
the changes set forth herein.
Except as set forth herein, all terms and conditions of the
Securities Purchase Agreement shall remain in full force and
effect.
Sincerely,
CORNELL CAPITAL PARTNERS, LP
By: _/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
ACCEPTED AND AGREED:
By: /s/ Xxxx Xxxx Dated: February 7, 2005
Name: Xxxx Xxxx
Title: CFO
