LOAN ASSIGNMENT AGREEMENT
I. PARTIES: The parties to this Loan Assignment Agreement are as follows:
Technology Spin Off Systems, LLC, a New York limited liability company
(hereinafter referred to as "Assignee"); and DCI USA, INC., a Delaware
corporation (hereinafter referred to as "Assignor").
II. RECITALS:
A. Assignor entered into a loan agreement ("the Loan Agreement") with
Apros & Chay MB Ltd., an Israeli limited liability company ("A&C"),
wherein Assignor agreed to loan A&C $96,000 (of which $1,000 was
sold by the Assignor in March 2005) and A&C agreed to provide
Assignor with a pledge to all of the share capital of A&C and a
separate pledge of all of the shares of Technoprises Ltd., an
Israeli limited liability company traded as an over-the-counter
bulletin board company, held by A&C, in addition to certain warrant
rights to purchase additional shares in A&C, all of which is set
forth in the Loan Agreement, dated December 13, 2004, and attached
hereto as Attachment I.
B. Assignor and A&C entered into a modification of the Loan Agreement
("the Loan Modification Agreement"), dated December 31, 2004,
wherein Assignor loan A&C an additional $60,000 and A&C granted
Assignor additional warrant rights, all of which is set forth in the
Loan Modification Agreement attached hereto as Attachment II. The
Loan Agreement and the Loan Modification Agreement shall be
hereinafter referred to as "the Loan Agreements."
III. LOAN AGREEMENT ASSIGNMENT: Subject to the terms and conditions hereof, for
good and valuable consideration, Assignee agrees to purchase and Assignor
agrees to sell and assign any and all rights and interests in and to the
Loan Agreements.
IV. PURCHASE PRICE: Assignee agrees to pay Assignor $250,000 as follows:
(a) $50,000 by cash payment upon the execution of this Agreement.
(b) $50,000 by paying on behalf of Assignor the full amount due under a
certain promissory note in the amount of $50,000 made by Assignor in
favor of Gad Ichaki and dated June 28, 2005, a copy of which is
attached hereto as Attachment III ("the Ichaki Note"). Upon payment
of the Ichaki Note, Assignee shall be responsible to obtain the
Ichaki Note marked paid in full and provide it to Assignor.
(c) $150,000 by cash payment on September 13, 2007, but such payment
shall be conditioned on the release of all Technoprises, Ltd.,
shares currently held as a pledged security by Cornell Capital
Partners, LP ("Cornell"). In the event that the Technoprises, Ltd.,
shares are not released by Cornell by September 13, 2007, this
Agreement shall be cancelled and Assignee shall receive $100,000
worth of common shares of Assignor at the then existing market
value, but in no event less than net asset value.
V. REPRESENTATIONS OF ASSIGNOR
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a. Assignor has relied solely upon Assignor's own investigation in
making a decision to sell and assign its interest in and to the Loan
Agreements to Assignee.
b. Assignor has had full opportunity to ask questions and to receive
satisfactory answers concerning Assignee and other matters
pertaining to the sale and all such questions have been answered to
Assignor's full satisfaction.
c. Organization and Qualification. Assignor, is a corporation duly
organized, validly existing and in good standing under the laws of
Delaware.
d. Authorization; Title
i. Assignor has all requisite corporate power and authority to
enter into and perform this agreement and to consummate the
transactions contemplated hereby in accordance with the terms
hereof.
ii. The execution and delivery of this Agreement and the
consummation by it of the transactions contemplated hereby
have been duly authorized by Assignor's Board of Directors and
no further consent or authorization of any third party,
including without limitation the Board of Directors or
stockholders of Assignor, is required.
iii. This Agreement has been duly executed and delivered by
Assignor by its authorized representative, and such authorized
representative is the true and official representative with
authority to sign this agreement and the other documents
executed in connection herewith and bind Assignor accordingly.
iv. This Agreement constitutes a legal, valid and binding
obligation of Assignor enforceable against Assignor in
accordance with its terms.
v. Assignor warrants that Assignor has good, absolute, and
marketable title to the Loan Agreements free and clear of all
liens, claims, encumbrances, and restrictions of every kind;
and Assignor has the complete and unrestricted right, power,
and authority to sell, transfer, and assign the Loan Agreement
pursuant to this contract.
vi. Assignor has not received any repayment of any amounts due
under the Loan Agreements from A&C from A&C or any other party
on A&C's behalf.
e. No Conflicts.
i. The execution, delivery and performance of this Agreement by
Assignor and the consummation by Assignor of the transactions
contemplated hereby, will not conflict with or result in a
violation of any provision of the Articles of Incorporation or
By-laws of Assignor; or
ii. Violate or conflict with, or result in a breach of any
provision of, or constitute a default (or an event which with
notice or lapse of time or both could become a default) under,
or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture,
patent, patent license or instrument to which Assignor is a
party.
VI. Representations by Assignee
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a. Assignee has relied solely upon Assignee's own investigation in
making a decision to purchase its interest in and to the Loan
Agreements from Assignee.
b. Assignee has had full opportunity to ask questions and to receive
satisfactory answers concerning Assignor and A&C and other matters
pertaining to the purchase and assignment and all such questions
have been answered to Assignee's full satisfaction.
c. Assignee is purchasing the Loan Agreements AS IS and except for the
explicit representations set forth herein by Assignor, Assignee has
not relied upon any statement of fact or omission of fact in
arriving at its decision to enter into this Agreement.
d. Assignee is a limited liability company duly organized, validly
existing and in good standing under the laws of New York.
e. Authorization; Enforcement.
i. Assignee has all requisite corporate power and authority to
enter into and perform this agreement and to consummate the
transactions contemplated hereby in accordance with the terms
hereof.
ii. The execution and delivery of this agreement by part from and
the consummation by it of the transactions contemplated hereby
have been duly authorized by Assignee's Board of Directors and
no further consent or authorization of any third party,
including without limitation the Board of Directors or
stockholders of Assignee, is required.
iii. This Agreement has been duly executed and delivered by
Assignee by its authorized representative, and such authorized
representative is the true and official representative with
authority to sign this agreement and the other documents
executed in connection herewith and bind Assignee accordingly,
and
iv. This Agreement constitutes a legal, valid and binding
obligation of Assignee enforceable against Assignee in
accordance with its terms.
f. No Conflicts. The execution, delivery and performance of this
Agreement by Assignee and the consummation by Assignee of the
transactions contemplated hereby, will not:
i. conflict with or result in a violation of any provision of the
Articles of Incorporation or By-laws of Assignee or
ii. violate or conflict with, or result in a breach of any
provision of, or constitute a default (or an event which with
notice or lapse of time or both could become a default) under,
or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture,
patent, patent license or instrument to which Assignee is a
party.
VII. Notices. Any notice required to be given hereunder shall be sufficient if
in writing, and sent by email or facsimile transmission if receipt is
confirmed in a return email or facsimile transmission or by courier
service (with proof of service), hand delivery or certified or registered
mail (return receipt requested and first-class postage prepaid), addressed
as follows:
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For Assignee:
Technology Spin Off Systems, LLC
000 Xxxxxxx Xxxxxxx
Xxxxx 0X
Attn: Xxxxxxx Xxxxxxxxxxx, Manager
Facsimile: 000-000-0000
For Assignor:
DCI USA, Inc.
0 Xxxx Xxxxxx
Xxxxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx Xxxx Xxxx, CEO
Email: xxxxxx@xxx-xx.xxx
Facsimile: 000-000-0000
BY: DCI USA, INC.
/s/ Xxxxxxxx X Xxxx
---------------------------------------------
By: Xxxxxxxx X. Xxxx, Chief Executive Officer
BY: Technology Spin Off Systems, LLC
/s/ Xxxxxxx Xxxxxxxxxxx
---------------------------------
By: Xxxxxxx Vigderhourse, Manager
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