February 1, 2005 Mr. Adam Ofek President DCI USA, INC. 231 Norman Avenue Brooklyn, NY 11222 Re: Letter Agreement Dear Mr. Ofek, This letter confirms certain agreements between the undersigned parties. Our agreement is as follows: The obligations of...Dci Usa, Inc • February 14th, 2005 • Real estate
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 Seward and Kissel, LLP satisfactory to Cornell Capital that such shares to be issued will not be restricted shares or contain restrictive legends. The forgoing is conditional o
