Unassociated Document


     

    

      ASSIGNMENT
        AGREEMENT

      


      THIS
        ASSIGNMENT AGREEMENT
        (this
“Agreement”)
        is
        executed as of December 31, 2007, by and between TSSS, Inc., a Delaware
        corporation (“Assignee”), and Adam T. Ofek (“Ofek”) and Aviva and Uri Rosin (the
“Rosins”; together, the “Assignors”). 

      


      RECITALS

      


      WHEREAS,
        Ofek is holding a convertible debenture in the original principal amount
        of
        $200,000 which was originally issued by DCI USA Inc. (the “Company”) to Cornell
        Capital Partners, L.P. (“Cornell”) and purchased by Ofek; and

      


      WHEREAS,
        the Rosins are holding a convertible debenture in the original principal
        amount
        of $200,000 which was originally issued by the Company to Cornell and purchased
        by the Rosins; and

       

      WHEREAS,
        the Assignors, each having the due authorization to execute and deliver this
        Agreement, desire to transfer, convey and assign to Assignee their respective
        convertible debentures (together, the “Debentures”), and Assignee desires to
        accept such transfer, conveyance and assignment on the terms and provisions
        as
        contained in this Agreement;

      


      WHEREAS,
        the Assignors and Assignee each acknowledge and agree that the maturity date
        of
        each of the Debentures is extended until April 30, 2008.

      


      NOW,
        THEREFORE, in consideration of the Assignors’ transfer, conveyance, and
        assignment of the Debentures to Assignee, the receipt and sufficiency of
        which
        by Assignee is hereby acknowledged, Assignee and Assignors hereby agree as
        follows:

      


      1.  Assignee
        hereby agrees to assume all responsibilities and obligations under the
        Debentures for and on behalf of the Assignors according to the terms and
        conditions set forth in the Debentures.

      


      2.  The
        parties hereto acknowledge and agree that this Agreement shall not affect
        in any
        way the terms or conditions of the Debentures, other than the maturity date
        of
        the Debentures which as of the date hereof is hereby extended to April 30,
        2008.

      


      3.  This
        Agreement is executed by, acknowledged, and shall be binding upon the Assignors
        and Assignee and their respective successors and assigns, heirs and personal
        representatives.

      


      4.  This
        Agreement represents the full and complete agreement between the parties
        and any
        modification thereto must be in writing and signed by all of the parties
        hereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.  This
        Agreement shall be subject to the laws and jurisdiction of the State of New
        York.

      


      IN
        WITNESS WHEREOF, this Agreement
        is
        executed by the undersigned parties as of the day and year first set forth
        above. 

      


      

        
          	
                  ASSIGNORS:

                	
                  ASSIGNEE:

                
	 	 
	 	
                  TSSS,
                    INC.

                
	 	 
	 	 
	 	 
	
                  /s/Adam
                    Ofek        

                	
                  By:     
                    /s/
                    Ofer Zion Arbib   

                
	
                      Adam
                    Ofek

                	
                  Name:
                    Ofer Zion Arbib

                
	 	
                  Title:  
                    Chairman

                
	 	 
	 	 
	
                  /s/
                    Uri Rosin         

                	 
	
                      Uri
                    Rosin

                	 
	 	 
	 	 
	
                  /s/
                    Aviva Rosin      

                	 
	
                      Aviva
                    Rosin

                	 
	 	 
	 	 
	
                  AGREED
                    AND ACKNOWLEDGED:

                	 
	 	 
	
                  DCI
                    USA, INC.

                	 
	 	 
	 	 
	
                  By:      
                    /s/
                    Jonathan Rigbi  

                	 
	
                  Name:
                    Jonathan Rigbi

                	 
	
                  Title:  
                    CFO

                	 


        

      

       

      
        
          
          

        

        
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