GAVELLA CORP
EXHIBIT 10.35
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>ex10-35.txt
<DESCRIPTION>EXHIBIT 10.35
<TEXT>

                          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    PARTNERS,   LP,   a   Delaware   limited   partnership
("Assignee").

                           BACKGROUND
	   The   Company   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  Assignee provides or  will  provide  certain
financial accommodations to Assignor.
	In   order  to  induce  Assignee  to  provide  or  continue   to
provide  the  financial  accommodations  described  in  the   SPA
Agreement,  Assignor  has  agreed to assign  certain  obligations
described  herein  to Assignee on the terms  and  conditions  set
forth herein.


                           WITNESSETH:

     WHEREAS, pursuant to that certain SPA Agreement with made by
Assignor  in  favor  of Assignee, Assignor has  assigned  certain
obligations  of 231 Norman Avenue, LLC (the "Norman  LLC")  which
are specified on Schedule I hereto, and

     WHEREAS,  in order to secure the obligations of the Assignor
under  the SPA Agreement, the parties hereto desire that Assignee
be  granted an assignment and security interest in all rights  of
the  Assignor as purchaser under those certain agreements of sale
listed  on  Schedule  I hereto (each an "Assigned  Contract"  and
collectively, the "Assigned Contracts").

     NOW,  THEREFORE,  in  consideration  of  the  promises   and
covenants   contained  herein  and  other   good   and   valuable
consideration,  the  receipt  and  sufficiency   of   which   are
acknowledged by the Assignor, and intending to be legally  bound,
Assignor assigns to Assignee all of its right, title and interest
in  and to the Assigned Contracts to the fullest extent permitted
by law.


	1.    	Except   as   otherwise   expressly   provided    herein,
capitalized  terms  used  in  this  Assignment  shall  have   the
respective meanings given to them in the SPA Agreement.


	2.   	Assignor   has   granted,   bargained,   sold,   assigned,
transferred and set over and by these presents does hereby grant,
bargain, sell, assign, transfer, grant a security interest in and
set  over  unto Assignee, its respective successors and  assigns,
all  the rights, interests and privileges which Assignor  has  or
may  have  in  or under any Assigned Contract, including  without
limiting  the  generality  of  the  foregoing,  the  present  and
continuing right with full power and authority, in its own  name,
or  in  the  name of Assignor, or otherwise, but subject  to  the
provisions and limitations of Section 3 hereof, (i) to make claim
for,  enforce,  perform, collect and receive any and  all  rights
under  any Assigned Contract, (ii) to do any and all things which
Assignor  is  or  may  become entitled to do under  any  Assigned
Contract, and (iii) to make all waivers and agreements, give  all
notices,  consents and releases and other instruments and  to  do
any  and  all other things whatsoever which Assignor  is  or  may
become entitled to do under any Assigned Contract.


	3.  	The  acceptance  of  this Assignment  and  the  payment  or
performance  under the Assigned Contracts shall not constitute  a
waiver  of  any  rights of Assignee under the terms  of  the  SPA
Agreement, it being understood that, until the occurrence of an a
default  under  the  SPA  Agreement or the Convertible  Debenture
issued  thereunder, and the exercise of Assignee's  rights  under
Section  4 hereof, Assignor shall have all rights to the Assigned
Contracts and to retain, use and enjoy the same.


	4.   	Assignor,  upon  the  occurrence  of  a  payment   default
under  the  SPA  Agreement  or the Convertible  Debenture  issued
thereunder, hereby authorizes Assignee, at Assignee's option,  to
enforce  and exercise all rights and privileges with  respect  to
the  Assigned  Contract(s)  that,  pursuant  to  Schedule  I,  is
associated  with the payment which is in default.  Assignor  does
hereby  irrevocably constitute and appoint Assignee,  while  this
Assignment remains in force and effect and, in each instance,  to
the  full extent permitted by applicable Law, its true and lawful
attorney in fact, coupled with an interest and with full power of
substitution and revocation, for Assignor and in its name,  place
and  stead, to demand and enforce compliance with all  the  terms
and conditions of each Assigned Contract and all benefits accrued
thereunder,  whether  at law, in equity or  otherwise;  provided,
however,  that Assignee shall not exercise any such power  unless
and  until a default in the payment associated with that Contract
shall  have  occurred.   Assignor acknowledges  and  agrees  that
(i)  the  power of attorney herein granted shall  in  no  way  be
construed  as  to benefit Assignor; and (ii) the Assignee  herein
granted this power of attorney shall have NO duty to exercise any
powers  granted  hereunder  for the  benefit  of  Assignor.   The
Assignee  hereby accepts this power of attorney  and  all  powers
granted hereunder for the benefit of the Assignee.


	5.  	Assignee  shall  not be obligated to perform  or  discharge
any  obligation or duty to be performed or discharged by Assignor
under  any  Assigned  Contract, and  Assignor  hereby  agrees  to
indemnify  Assignee for, and to save Assignee harmless from,  any
and  all  liability arising under the Assigned  Contracts,  other
than  arising  or  resulting  from  Assignee's  (or  its  agents,
employees or contractors) gross negligence or willful misconduct.


	6.    	Assignor   agrees   that   this   Assignment   and    the
designation and directions herein set forth are irrevocable.


	7.  	Neither  this  Assignment nor any  action  or  inaction  on
the  part of Assignee shall constitute an assumption on the  part
of  Assignee  of  any  obligations or duties under  any  Assigned
Contract.


	8. 	Assignor covenants and warrants that:

     (a)  	it has the power and authority to assign each  of  the
Assigned  Contracts and there have been no prior  assignments  of
any Assigned Contract;

     (b)  	each  Assigned  Contract  is  and  shall  be  a  valid
contract,  and  that  there  are  and  shall  be,  to  Assignor's
knowledge, no defaults on the part of any of the parties thereto;

     (c)	it  will  not assign, pledge or otherwise  encumber  any
Assigned Contract without the prior written consent of Assignee;

     (d)  	it  will not cancel, terminate or accept any surrender
of any Assigned Contract, or amend or modify the same directly or
indirectly in any respect whatsoever, without having obtained the
prior written consent of the Assignee thereto;

     (e)  	it  will perform and observe, or cause to be performed
and  observed, all of the terms, covenants and conditions on  its
part  to  be performed and observed with respect to each Assigned
Contract; and

     (f)  	it  will  execute  from  time  to  time  any  and  all
additional  assignments or instruments of  further  assurance  to
Assignee, as Assignee may at any time reasonably request.


	9.  	Assignor  shall  have the right,  from  time  to  time,  to
substitute  new assigned contracts for any Assigned  Contract  on
Schedule  I  so  long as the substitute contracts provide  for  a
purchase price equal to or greater than the Assigned Contract  to
be  released.   Upon  any such substitution, the  parties  hereto
shall  confirm  the  substitution in writing  and  shall  replace
Schedule  I  with  a  new  Schedule reflecting  updated  Assigned
Contracts.


	10.   	At  such  time  as  the  SPA  Agreement  and  Convertible
Debentures  issued thereunder are satisfied or  discharged,  this
Assignment  and  all  of  Assignee's right,  title  and  interest
hereunder with respect to the Assigned Contracts shall terminate.


	11.	This  Assignment  shall inure to the  benefit  of  Assignee,
and  its  successors  and  assigns, and  shall  be  binding  upon
Assignor, and its successors, and assigns.


	12.	This  Agreement  shall  be  governed  by  and  construed  in
accordance  with  the internal laws of the State  of  New  Jersey
without regard to its conflicts of law principles.


	13.  	EACH  PARTY HERETO HEREBY EXPRESSLY WAIVES  ANY  RIGHT  TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN
ANY  WAY  CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF  THE  PARTIES  HERETO  OR  ANY  OTHER  AGREEMENT  EXECUTED  OR
DELIVERED  BY  THEM IN CONNECTION HEREWITH, OR  THE  TRANSACTIONS
RELATED  HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING  OR
HEREAFTER  ARISING, AND WHETHER SOUNDING IN CONTRACT OR  TORT  OR
OTHERWISE  AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS  THAT
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED  BY
COURT  TRIAL  WITHOUT  A JURY, AND THAT ANY  PARTY  MAY  FILE  AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT  AS
WRITTEN  EVIDENCE OF THE CONSENT OF EACH PARTY TO THE  WAIVER  OF
ITS RIGHT TO TRIAL BY JURY.


	14.   	This  Agreement  may  be  executed  in  any   number   of
counterparts,  and  by  different  parties  hereto  in   separate
counterparts, each of which when so executed shall be  deemed  an
original and all of which taken together shall constitute but one
and the same agreement.  Assignor acknowledges and agrees that  a
telecopy  transmission  to  Assignee of  signature  pages  hereof
purporting  to  be signed on behalf of Assignor shall  constitute
effective and binding execution and delivery hereof by Assignor.

                    [SIGNATURE PAGE FOLLOWS]


                    [SIGNATURE PAGE 1 OF 1 TO
            COLLATERAL ASSIGNMENT OF CONTRACT RIGHTS]

     IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed  under seal by their respective
officers or agents thereunto duly authorized, as of the date
first above written.

                              COMPANY:
                              DCI USA, INC.

                              By:	/s/ David Yerushalmi
                              Name:	David Yerushalmi
                              Title:	Chairman


                              INVESTOR:
                              CORNELL CAPITAL PARTNERS, LP

                              By:	Yorkville Advisors, LLC
                              Its:	General Partner

                              By:	Mark Angelo
                              Name:	Mark Angelo
                              Title:	Portfolio Manager




                              ACKNOWLEDGED BY:

                              231 NORMAN AVENUE, LLC

                              By:	/s/ David Yerushalmi
                              Name:	David Yerushalmi
                              Title:	Managing Member




</TEXT>
</DOCUMENT>
