Unassociated Document


    PURCHASE
      AGREEMENT

    


    This
      PURCHASE AGREEMENT (this “Agreement”) dated November 14, 2007, by and between
      Jonathan Ilan Ofir (“Ofir”), Jonathan Rigbi (“Rigbi”; collectively the
“Sellers”), and TSSS, Inc., a Delaware corporation (the
“Purchaser”).

    


    RECITALS

    


    WHEREAS,
      Ofir is the record and beneficial owner of [30,952,997] shares of common stock
      of DCI USA, Inc., a Delaware corporation (“DCI”),

    


    WHEREAS,
      Rigbi is the record and beneficial owner of 6,135,000 shares of common stock
      of
      DCI,

    


    WHEREAS,
      the Sellers desire to sell, and the Purchaser desires to purchase Sellers’
shares of common stock of DCI (the “Purchased Shares”) on the terms and
      provisions contained in this Agreement;

    


    WHEREAS,
      Ofir has made a series of loans to DCI (collectively, the “Loans”) reflected in
      the books of DCI as being in the aggregate principal amount of $976,962.00
      plus
      accrued interest of $19,868.17 as of the date hereof (said amount hereinafter
      referred to as the “DCIU Loan Amount”),

    


    WHEREAS,
      Ofir desires to sell, and the Purchaser desires to purchase, the Loans on the
      terms and provisions as contained in this Agreement.

    


    NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and intending to be legally bound
      hereby, the parties agree as follows: 

    


    1. Purchase
      and Sale.
      

    


    1.1 Purchase
      and Sale of the Purchased Sales.
      Subject
      to the terms and conditions of this Agreement, at the Closing (hereafter
      defined), Seller shall sell, assign, transfer, convey, and deliver to Purchaser,
      and Purchaser shall accept and purchase, the Purchased Shares and any and all
      rights in the Purchased Shares to which Sellers are entitled, and by doing
      so
      Sellers shall be deemed to have assigned all of their respective rights, title
      and interest in and to the Purchased Shares to Purchaser. Such sale of the
      Purchased Shares shall be evidenced by stock certificates, duly endorsed in
      blank or accompanied by stock powers, or other instruments of transfer in form
      and substance reasonably satisfactory to Purchaser. The Purchased Shares shall
      be payable at the Closing by the issuance and delivery by Sellers to Purchaser
      of stock certificates dated as of the date of Closing registered in the names
      and in such amounts as set forth herein.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    1.2 Purchase
      Price for the Purchased Shares. The
      aggregate purchase price to be paid by Purchaser at the Closing for the
      Purchased Shares shall be Two Milion Five Hundred Ninety Six Thousand One
      Hundred Fifty Nine Dollars and eighty cents ($2,596,159.80) Dollars, or seven
      cents ($0.07) per Purchased Share.  

     

    1.3 Payment
      of Purchase Price for the Purchased Shares. Purchaser
      shall pay the purchase price at the Closing as follows: (a) $2,166,709.80 by
      wire transfer, certified or bank check made payable to Ofir and (b) $429,450
      by
      wire transfer, certified or bank check made payable to Rigbi.

    


    2. Purchase
      and Sale of the Loans.
      

    


    2.1 Purchase
      and Sale of the Loans.
      Subject
      to the terms and conditions of this Agreement, at the Closing, Ofir shall sell,
      assign, transfer, convey, and deliver to Purchaser, and Purchaser shall accept
      and purchase, the Loans and any and all rights in the Loans to which Ofir is
      entitled, and by doing so Ofir shall be deemed to have assigned all of his
      rights, title and interest in and to the Loans to Purchaser. Such sale of the
      Loans shall be evidenced by the execution and delivery of the Assignment and
      Indemnification Agreement in the form attached hereto as Exhibit A (the
“Assignment Agreement”).

    


    2.2 Purchase
      Price for the Loans. The
      purchase price to be paid by Purchaser at the Closing to Ofir for the Loans
      shall be the DCIU Loan Amount less $150,000, or Eight Hundred Forty Six Thousand
      Eight Hundred and Thirty and 89/100 ($846,830.89) Dollars.  

     

    2.3 Payment
      of Purchase Price for the Loans. Purchaser
      shall pay the purchase price for the Loans at the Closing by execution and
      delivery of a six -month promissory note (the “Note”) in the form attached
      hereto as Exhibit B. Interest shall accrue on the unpaid principal of the Note
      at the rate of 1% per month.

    


    3.
       Closing.
      

    


    3.1
       Date
      and Location.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall
      be held simultaneously with the execution of this Agreement at such place as
      the
      parties hereto may agree. 

    


    3.2
       Deliveries.
      

    


    (a) At
      the
      Closing, Sellers shall deliver to Purchaser, (i) stock certificates evidencing
      the Purchased Shares, duly endorsed in blank or accompanied by stock powers,
      or
      other instruments of transfer in form and substance reasonably satisfactory
      to
      Purchaser, (ii) any documentary evidence of the due recordation in the Company’s
      share register of Purchaser’s full and unrestricted title to the Purchased
      Shares, (iii) the Assignment Agreement, duly executed by Ofir, (iv) the
      resignation of Ofir and Rigbi from all their positions with DCI, and (v) such
      other documents as may be required under applicable law or reasonably requested
      by Purchaser.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (b) At
      the
      Closing, Purchaser shall deliver to the Sellers (i) the purchase price for
      the
      Purchased Shares as provided in Section 1.3, (ii) the Note, (iii) the Assignment
      Agreement, (iv) board resolutions authorizing this Agreement, the Note, the
      Assignment Agreement and the transactions contemplated hereby and thereby and
      (v) such other documents as may be required under applicable law or reasonably
      requested by Purchaser. 

    


    4.
       Representations
      and Warranties of Sellers.
      As an
      inducement to Purchaser to enter into this Agreement and to consummate the
      transactions contemplated herein, each of the Sellers jointly, but not
      severally, represents and warrants to Purchaser as follows: 

    


    4.1 Authority.
      Sellers
      have the right, power, authority and capacity to execute and deliver this
      Agreement, to consummate the transactions contemplated hereby and to perform
      their obligations under this Agreement. This Agreement constitutes the legal,
      valid and binding obligations of Sellers, enforceable against Sellers in
      accordance with the terms hereof.

    


    4.2
       Ownership.
      Sellers
      are the sole record and beneficial owners of the Purchased Shares, have good
      and
      marketable title to the Purchased Shares, free and clear of all Encumbrances
      (hereafter defined), other than applicable restrictions under applicable
      securities laws, and have full legal right and power to sell, transfer and
      deliver the Purchased Shares to Purchaser in accordance with this Agreement.
      “Encumbrances” means any liens, pledges, hypothecations, charges, adverse
      claims, options, preferential arrangements or restrictions of any kind,
      including, without limitation, any restriction of the use, voting, transfer,
      receipt of income or other exercise of any attributes of ownership. Upon the
      execution and delivery of this Agreement, Purchaser will receive good and
      marketable title to the Purchased Shares, free and clear of all Encumbrances,
      other than restrictions imposed pursuant to any applicable securities laws
      and
      regulations. Ofir
      is
      the sole owner of the Loans, has good and marketable title to the Loans, free
      and clear of all Encumbrances, and has full legal right and power to sell,
      transfer and deliver the Loans to Purchaser in accordance with this Agreement
      and the Assignment Agreement. Upon the execution and delivery of this Agreement
      and the Assignment Agreement, Purchaser shall receive good and marketable title
      to the Loans.

     

    4.3
       Interest
      in DCI.
      Effective as of the Closing, neither Seller will have any direct or indirect
      interest in any capital stock or other equity of DCI or any direct or indirect
      indebtedness to or from DCI.

    


    4.4 SEC
      Filings. Sellers
      represent and warrant that they will file with the Securities and Exchange
      Commission (“SEC”) all requisite forms and filings to which the Sellers may be
      subject as a result of the transactions contemplated herein. Specifically,
      Sellers shall file or caused to be filed Form 4s disclosing the transactions
      contemplated herein pursuant to the rules and regulations of the SEC.


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    4.5 Broker.
      Except
      for Roger Donatello, no person or entity has acted, directly or indirectly,
      as a
      broker or finder for the Sellers in connection with the transactions
      contemplated by this Agreement and no person or entity is entitled to any fee
      or
      commission or like payment in respect thereof. The Sellers shall be responsible
      for the payment of such fee.

     

    


    5. Representations
      and Warranties of Purchaser.
      As an
      inducement to Sellers to enter into this Agreement and to consummate the
      transactions contemplated herein, Purchaser represents and warrants to the
      Sellers as follows:

    


    5.1 Authority.
      Purchaser has the right, power, authority and capacity to execute and deliver
      this Agreement, to consummate the transactions contemplated hereby and to
      perform its obligations under this Agreement. This Agreement constitutes the
      legal, valid and binding obligations of Purchaser, enforceable against Purchaser
      in accordance with the terms hereof.

    


    5.2
       No
      Consent.
      No
      consent, approval, authorization or order of, or any filing or declaration
      with
      any governmental authority or any other person is required for the consummation
      by the Purchaser of any of the transactions on its part contemplated under
      this
      Agreement.

    


    5.3 No
      Conflict.
      None of
      the execution, delivery, or performance of this Agreement, and the consummation
      of the transactions contemplated hereby, conflicts or will conflict with, or
      (with or without notice or lapse of time, or both) result in a termination,
      breach or violation of (i) any instrument, contract or agreement to which
      Purchaser is a party or by which they are bound; or (ii) any federal, state,
      local or foreign law, ordinance, judgment, decree, order, statute, or
      regulation, or that of any other governmental body or authority, applicable
      to
      Purchaser. 

    


    5.4 Non-Affiliate.
      Purchaser
      represents and warrants that it is not an Affiliate (hereafter defined) of
      either of the Sellers, DCI or any Affiliate of DCI. Purchaser has no direct
      or
      indirect interest in DCI, nor any of its assets or properties other than the
      transactions contemplated by this Agreement. For purposes of this section,
      “Affiliate” shall mean any person or entity which, directly or indirectly,
      controls or is controlled by that person or entity, or is under common control
      with that person or entity. For the purposes of this definition, “control”
(including, with correlative meaning, the terms “controlled by” and “under
      common control with”), as used with respect to any person or entity, shall mean
      the pos-ses-sion, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such person or entity, whether
      through the ownership of voting securities or by contract or
      otherwise.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    5.5 Investment
      Intent.
      Purchaser is acquiring the Purchased Shares and the Loans for its own account
      as
      principal, not as a nominee or agent, for investment purposes only, and not
      with
      a view to, or for, resale, distribution or fractionalization thereof in whole
      or
      in part and no other person has a direct or indirect beneficial interest in
      such
      Purchased Shares, the Loans or any portion thereof. Further, the Purchaser
      does
      not have any contract, undertaking, agreement or arrangement with any person
      to
      sell, transfer or grant participations to such person or to any third person,
      with respect to the Purchased Shares or the Loans which are being purchased
      herein or any part thereof.

    


    5.6 Applicability
      of Exemption.
      Purchaser understands that the Purchased Shares and Loans are being offered
      and
      sold to Purchaser in reliance on an exemption from the registration requirements
      of United States federal and state securities laws under Regulation D
      promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
      and that the Sellers are relying upon the truth and accuracy of the
      representations, warranties, agreements, acknowledgments and understandings
      of
      the Purchaser set forth herein in order to determine the applicability of such
      exemptions and the suitability of the Purchaser to acquire the Purchased Shares.
      

    


    5.7 Accredited
      Investor.
      The
      Purchaser is an “accredited investor” as that term is defined in Rule 501 of the
      General Rules and Regulations under the Securities Act by reason of Rule
      501(a)(3).

    


    5.8 Potential
      Loss of Investment.
      The
      Purchaser understands that an investment in the Purchased Shares and Loans
      is a
      speculative investment which involves a high degree of risk and the potential
      loss of its entire investment.

    


    5.9 Restricted
      Securities.
      Purchaser understand that the Purchased Shares have not been registered under
      the Securities Act or registered or qualified under any the securities laws
      of
      any state or other jurisdiction, are “restricted securities,” and cannot be
      resold or otherwise transferred unless they are registered under the Securities
      Act, and registered or qualified under any other applicable securities laws,
      or
      an exemption from such registration and qualification is available. Each
      certificate for any Purchased Shares shall bear a legend to the foregoing
      effect.

    


    5.10 Review
      of SEC Documents. 
      Purchaser has reviewed or received copies of all reports and other documents
      filed by DCI and its officers and directors with the Securities and Exchange
      Commission and any other documents or information requested by Purchaser. 


    


    5.11 No
      Reliance. 
      Other than as set forth herein, Purchaser is not relying upon any other
      information, representation or warranty by Sellers, DCI, or any representative
      of Sellers in determining to invest in the Purchased Shares other than those
      expressly provided in Section 4.  Purchaser has consulted, to the extent
      deemed appropriate by Purchaser, with the Purchaser’s own advisers as to the
      financial, tax, legal and related matters concerning an investment in the
      Purchased Shares and Loans and on that basis believes that its investment in
      the
      Purchased Shares and Loans is suitable and appropriate for
      Purchaser.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    5.12 SEC
      Filings. Purchaser
      represents and warrants that it will file with the SEC all requisite forms
      and
      filings to which the Purchaser may be subject as a result of the transactions
      contemplated herein. Specifically, Purchaser shall file or caused to be filed
      a
      Current Report on Form 8-K, a Schedule 13D and Form 3s disclosing the
      transactions contemplated herein pursuant to the rules and regulations of the
      SEC. 

    


    5.13 Broker.
      No
      person
      or entity has acted, directly or indirectly, as a broker or finder for the
      Purchaser in connection with the transactions contemplated by this Agreement
      and
      no person or entity is entitled to any fee or commission or like payment in
      respect thereof. 

     

    


    6.
       Indemnification;
      Survival.  

    


    6.1
       Indemnification.
      Sellers, on the one hand, and Purchaser, on the other hand, shall jointly and
      severally indemnify and hold harmless the other party and such other party’s
      agents, beneficiaries, affiliates, representatives and their respective
      successors and assigns (collectively, the “Indemnified Persons”) from and
      against any and all damages, losses, liabilities, taxes and costs and expenses
      (including, without limitation, attorneys’ fees and costs) (collectively,
“Losses”) resulting directly or indirectly from (a) any inaccuracy,
      misrepresentation, breach of warranty or non-fulfillment of any of the
      representations and warranties of such party in this Agreement, or any actions,
      omissions or statements of fact inconsistent with in any material respect any
      such representation or warranty and (b) any failure by such party to perform
      or
      comply with any agreement, covenant or obligation in this Agreement.


    


    6.2
       Survival.
      All
      representations, warranties, covenants and agreements of the parties contained
      herein or in any other certificate or document delivered pursuant hereto shall
      survive the date hereof until the expiration of the applicable statute of
      limitations.

    


    7.
       Miscellaneous.
      

    


    7.1 Further
      Assurances.
      From
      time to time, whether at or following the Closing, each party shall make
      reasonable commercial efforts to take, or cause to be taken, all actions, and
      to
      do, or cause to be done, all things reasonably necessary, proper or advisable,
      including as required by applicable laws, to consummate and make effective
      as
      promptly as practicable the transactions contemplated by this
      Agreement.

    


    7.2
       Notices.
      All
      notices or other communications required or permitted hereunder shall be in
      writing shall be deemed duly given (a) if by personal delivery, when so
      delivered, (b) if mailed, three (3) business days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid and
      addressed to the intended recipient as set forth below, or (c) if sent through
      an overnight delivery service in circumstances to which such service guarantees
      next day delivery, the day following being so sent:

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (1) If
      to
      Sellers:

     

    Jonathan
      Ilan Ofir

    _______________

    _______________

     

    and

    


    Jonathan
      Rigbi

    _______________

    _______________

    


    (2) If
      to
      Purchaser:

    


    TSSS,
      Inc.

    ________________________

    ________________________

    


    Any
      party
      may change the address to which notices and other communications hereunder
      are
      to be delivered by giving the other parties notice in the manner herein set
      forth.

     

    7.3
       Choice
      of Law.
      This
      Agreement shall be governed, construed and enforced in accordance with the
      laws
      of the State of New York, without giving effect to principles of conflicts
      of
      law.

    


    7.4
       Jurisdiction.
      The
      parties hereby irrevocably consent to the in personam jurisdiction of the state
      or federal courts located in the State of New York, in connection with any
      action or proceeding arising out of or relating to this Agreement or the
      transactions and the relationships established thereunder. 

     

    7.5 Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect of the transactions contemplated hereby and supersedes all prior and
      contemporaneous agreements, arrangements and understandings of the parties
      relating to the subject matter hereof. No representation, promise, inducement,
      waiver of rights, agreement or statement of intention has been made by any
      of
      the parties which is not expressly embodied in this Agreement.

    


    7.6 Assignment.
      Each
      party's rights and obligations under this Agreement shall not be assigned or
      delegated, by operation of law or otherwise, without the other party's prior
      written consent, and any such assignment or attempted assignment shall be void,
      of no force or effect, and shall constitute a material default by such party.
      

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    7.7
       Amendments.
      This
      Agreement may be amended, modified, superseded or cancelled, and any of the
      terms, covenants, representations, warranties or conditions hereof may be
      waived, only by a written instrument executed by the parties
      hereto.

    


    7.8 Waivers.
      The
      failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect the right at a later time to enforce
      the same. No waiver by any party of any condition, or the breach of any term,
      covenant, representation or warranty contained in this Agreement, whether by
      conduct or otherwise, in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such condition or breach
      or a
      waiver of any other term, covenant, representation or warranty of this
      Agreement.

    


    7.9 Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts and by
      facsimile, each of which shall be deemed an original, but all of which together
      shall constitute one and the same instrument.

    


    7.10 Severability. 
      If any
      term, provisions, covenant or restriction of this Agreement is held by a court
      of competent jurisdiction or other authority to be invalid, void or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions of this Agreement shall remain in full force and effect and shall
      in no way be affected, impaired or invalidated so long as the economic or legal
      substance of the transactions contemplated hereby is not affected in any manner
      materially adverse to any party. Upon such determination, the parties shall
      negotiate in good faith to modify this Agreement so as to effect the original
      intent of the parties as closely as possible in an acceptable manner in order
      that the transactions contemplated hereby be consummated as originally
      contemplated to the fullest extent possible. 

    


    7.11 Interpretation.
      The
      parties agree that this Agreement shall be deemed to have been jointly and
      equally drafted by them, and that the provisions of this Agreement therefore
      shall not be construed against a party or parties on the ground that such party
      or parties drafted or was more responsible for the drafting of any such
      provision(s). The parties further agree that they have each carefully read
      the
      terms and conditions of this Agreement, that they know and understand the
      contents and effect of this Agreement and that the legal effect of this
      Agreement has been fully explained to its satisfaction by counsel of its own
      choosing.

    


    7.12 Headings.
      The
      section headings contained in this Agreement are solely for the purpose of
      reference, are not part of the Agreement of the Parties and shall not in any
      way
      affect the meaning or interpretation of this Agreement. All references in this
      Agreement
      to Sections, and Schedules are to sections, and schedules to this Agreement,
      unless otherwise indicated.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have duly executed this Stock Purchase
      Agreement as of the date first above written.

    


     

    
      	 	 	 	 
	 	 	 	/s/ Jonathan
              Ilan Ofir
	
            	 	 	
              
JONATHAN
              ILAN OFIR



    
       

      
        	 	 	 	 
	 	 	 	/s/ Jonathan
                Rigbi
	
              	 	 	
                
JONATHAN
                RIGBI



        	 	 	 
	 	TSSS,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Ofer
                Arbib
	 	
                

                Name:
                  Ofer Arbib

                Title: Member
                  of the Board

              


      



     

    
      
         

      

      
        9