EXHIBIT 10.37 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of December 13, 2004 between DCI USA, INC., a Delaware corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the...Escrow Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.32 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of December 13, 2004 by and among DCI USA, INC., a Delaware corporation (the "Company") and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.36 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement") dated as of December 13, 2004, between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Pledgee"), and Apros & Chay, Ltd. (the "Pledgor"). BACKGROUND...Stock Pledge Agreement • December 16th, 2004 • Gavella Corp • Real estate
STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement") dated as of December 13, 2004, between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Pledgee"), and Apros & Chay, Ltd. (the "Pledgor"). BACKGROUND DCI USA, Inc. ("DCI") has entered into a Securities Purchase Agreement dated as of the date hereof (as amended, modified, restated or supplemented from time to time (the "SPA Agreement")) pursuant to which Pledgee provides or will provide certain financial accommodations to DCI. In order to induce Pledgee to provide or continue to provide the financial accommodations described in the SPA Agreement, Pledgor has agreed to pledge and grant a security interest in the collateral described herein to Pledgee on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. All capitalize
EXHIBIT 10.34 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of December 13, 2004, by and between DCI USA, INC., a Delaware corporation (the "Company"), and the BUYER(S) listed on Schedule I...Security Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.29 DCI USA, INC. PLACEMENT AGENT AGREEMENT Dated as of: December 13, 2004 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, DCI USA, Inc., a Delaware...Agent Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.33 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 13, 2004, by and among DCI USA, INC., a Delaware corporation (the "Company"), and the undersigned investors (each, an...Investor Registration Rights Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.26 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of December 13, 2004 between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and DCI...Equity Distribution Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.27 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December 13, 2004 by and between DCI USA, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.30 LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is executed as of December 13, 2004, by and between DCI USA, Inc. ("Lender"), whose address for purposes of this Agreement is 231 Norman Avenue, Brooklyn, New York 11222 and Apros and...Loan Agreement • December 16th, 2004 • Gavella Corp • Real estate • New York
EXHIBIT 10.35 COLLATERAL ASSIGNMENT OF CONTRACT RIGHTS THIS COLLATERAL ASSIGNMENT OF CONTRACT RIGHTS is made and entered into the 13th day of December, 2004 by DCI USA, INC, a Delaware corporation (the "Assignor"), in favor of CORNELL CAPITAL...Gavella Corp • December 16th, 2004 • Real estate • New Jersey
EXHIBIT 10.28 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of December 13, 2004 by DCI USA, INC., a Delaware corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the...Escrow Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
