Unassociated Document


     

    


    AMENDMENT

    TO
      THE 

    COOPERATION
      AGREEMENT 

    AND
      

    DEBENTURE
      MODIFICATION AGREEMENT

    


    THIS
      AMENDMENT TO THE COOPERATION AGREEMENT AND DEBENTURE MODIFICATION AGREEMENT
      is
      made and entered into as of December 31, 2007 (this “Amendment”) by and between
      Joseph Freund (“Freund”) and Ira Sax (“Sax”; collectively referred to as the
“Buyers”).

    


    W
      I T N E
      S S E T H

     

    WHEREAS,
      Freund is holding a convertible debenture in the original principal amount
      of
      $100,000 which was originally issued by DCI USA Inc. (the “Company”) to Cornell
      Capital Partners, L.P. (“Cornell”) and assigned to Freund; and

    


    WHEREAS,
      Sax is holding a convertible debenture in the original principal amount of
      $100,000 which was originally issued by the Company to Cornell and assigned
      to
      Sax; and

     

    WHEREAS,
      each of the undersigned Buyers, each having the due authorization to execute
      and
      deliver this Amendment, agree that the maturity date of such convertible
      debentures (collectively “the Debentures”) shall be extended until February 29,
      2008.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants herein and other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties hereby agree as follows:

    


    1.  Modification
      of the Terms of the Debentures. 
      Each
      of
      the Buyers agrees that the maturity date of the Debentures are hereby extended
      to February 29, 2008. Other than as provided herein, no other terms or
      provisions of the Cooperation Agreement dated November 1, 2006, as amended,
      or
      the Debenture Modification Agreement dated November 1, 2006 shall be modified
      or
      amended by this Amendment.

    


    2.  Reference. 
      On and after the date hereof, each reference in the Cooperation Agreement and
      Debenture Modification Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import, and each reference to the Cooperation
      Agreement and/or the Debenture Modification Agreement or the maturity date
      of
      the Debenture in any other agreement, document or other instrument, shall
      automatically be deemed to include a reference to this Amendment.

    


    3.  Counterparts. 
      This Amendment may be executed in one or more counterparts and by facsimile,
      and
      all of said counterparts taken together shall be deemed to constitute one and
      the same instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  Captions. 
      The captions used in this Amendment are intended for convenience of reference
      only, shall not constitute any part of this Amendment and shall not modify
      or
      affect in any manner the meaning or interpretation of any of the provisions
      of
      this Amendment.

    


    5.  Binding
      Effect. 
      This Amendment shall be binding upon and inure to the benefit of the respective
      heirs, executors, administrators, representatives and the permitted successors
      and assigns of the parties hereto.

    


    6.  Governing
      Law. 
      This Amendment and the rights and obligations of the parties hereunder shall
      be
      governed by and construed in accordance with the laws of the State of New York,
      without regard to conflict of laws rules applied in such state.

    


    


    [Remainder
      of Page Intentionally Omitted; Signature Pages to Follow]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      written above.

    


     

    /s/
      Joseph Freund      

    Joseph
      Freund

     

    


    


    /s/
      Ira Sax          


    Ira
      Sax

     

    
      
         

      

      
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