Exhibit 10.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of June 02, 2006, by and among DCI USA, INC., a Delaware
corporation (the "Company") and CORNELL CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor").
Recitals:
WHEREAS, the Company and the Investor entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution"); a Registration
Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow Agreement"); and the Company, the Investor, and Newbridge Securities
Corporation entered into a Placement Agent Agreement (the "Placement Agent
Agreement"), all of which are dated December 13, 2004 (collectively, the Standby
Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow
Agreement, and the Placement Agent Agreement are referred to as the "Transaction
Documents.")
NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants contained herein and in the Transaction Documents and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Termination. The Company and the Investor hereby agree to
terminate the Transaction Documents and the respective rights
and obligations contained therein. As a result of this
provision, none of the parties shall have any rights or
obligations under or with respect to the Transaction
Documents.
2. Fees. The Investor has earned and shall retain all fees
received from the Company pursuant to Section 12.4 of the
Standby Equity Distribution Agreement including the 200,000
shares of Series A Preferred Stock.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
DCI USA, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: Yorkville Advisors, LLC
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Name: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ Its: General Partner
Title: C.E.O.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
