Unassociated Document


    ASSIGNMENT
      AND INDEMNIFICATION AGREEMENT

    


    THIS
      ASSIGNMENT AND
      INDEMNIFICATION AGREEMENT
      (this
“Agreement”)
      is
      executed this 16th
      day of
      November 2007, by and between TSSS, Inc., a Delaware corporation whose address
      for purposes of this Agreement is c/o Pearl Cohen Zedek Latzer LLP, 1500
      Broadway, New York, NY 10036, (“Assignee”); and Jonathan Ilan Ofir, an Israeli
      Citizen whose address is 87 Tobin Ave, Great Neck, NY 11021 (“Assignor”).


    


    RECITALS

    


    WHEREAS,
      Assignor has made, executed and delivered a series of loans to DCI USA, Inc.
      (“DCI”) in the original aggregate principal amounts of $976,962.72 (the “Ofir
Notes);
      and


    


    WHEREAS,
      Assignor desires to transfer, convey and assign to Assignee the Ofir Notes,
      and
      Assignee desires to accept such transfer, conveyance and assignment on the
      terms
      and provisions as contained in this Agreement;

    


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

    


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

    


    2. The
      parties hereto acknowledge and agree that this Agreement shall not affect in
      any
      way the terms or conditions of the Ofir Notes.

    


    3. Assignee
      hereby indemnifies and holds harmless Assignor against any and all claims or
      damages that may arise as a result of DCI’s failure to make principal and
      interest payments in a timely fashion as provided under the Ofir
      Notes.

    


    4. This
      Assignment is executed by, acknowledged, and shall be binding upon the Assignor
      and Assignee and their respective successors and assigns.

    


    5. 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.

    


    7. 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. 

     

    

      
        	
                ASSIGNOR

              	 	
                ASSIGNEE

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
                TSSS,
                  INC.

              	 
	 	 	 	 	 	 
	
                /s/
                  Jonathan Ilan Ofir

              	 	
                By:

              	
                /s/
                  Ofer Arbib

              	 
	
                Jonathan
                  Ilan Ofir

              	 	
                Name:

              	
                Ofer
                  Arbib

              	 
	 	 	 	
                Title:
                  

              	
                Member
                  of the Board

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                AGREED
                  AND ACKNOWLEDGED:

              	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                DCI
                  USA, INC.

              	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Jonahtan Ilan Ofir

              	 	 	 	 
	
                Name:

              	
                Jonathan
                  Ilan Ofir

              	 	 	 	 
	
                Title:
                  

              	
                Chairman
                  of the Board

              	 	 	 	 


      

       

      
        
           

        

        
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