Exhibit 99.6
ASSIGNMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, effective as of August 31, 2005, CORNELL
CAPITAL PARTNERS, LP (the "Assignor") does hereby agree to the following for and
in consideration of the sum of $9,000,000 and other good and valuable
consideration received from the persons listed on Exhibit "A" hereto (the
"Assignee"):
1. Debentures. Assignor is the legal and beneficial owner of those certain
convertible debentures (the "Bio-One Debentures") in the original principal
amount of Fifteen Million Dollars ($15,000,000) issued by Bio-One Corporation, a
Nevada corporation ("Bio-One") to the Assignor purusant to the Securities
Purchase Agreement between the Assignor and Bio-One dated as of May 29, 2004 and
that certain Promissory Note issued by Bio-One to the Assignor in the original
principal amount of Two Hundred Thousand Dollars ($200,000) on October 21, 2004
and that certain Promissory Note issued by Bio-One to the Assignor in the
original principal amount of Three Hundred Thousand Dollars ($300,000) issued on
November 18, 2004 (collectivley, the "Bio-One Notes"). The Assignor hereby
absolutely, irrevocably and unconditionally sells, assigns, conveys, contributes
and transfers to the Assignee Eight Million Five Hundred Thousand Dollars
($8,500,000) of the Bio-One Debentures and Five Hundred Thousand Dollars
($500,000) of the Bio-One Notes and all of its rights thereunder, including
without limitation the right to collect from Bio-One the principal amounts
outstanding thereunder as of the date hereof as set forth opposite Assignee's
name on Exhibit "A," plus all accrued but unpaid penalties and interest
thereunder. This assignment is made free and clear of any and all claims, liens,
demands, restrictions or encumbrances of any kind whatsoever. The Assignor shall
hereby return the original Bio-One Debentures and the Bio-One Notes to the
Assignee upon the execution of this Agreement.
2. Representations and Warranties. The Assignor hereby represents and
warrants to and covenants with the Assignee that the Assignor has full right and
authority to enter into and perform their obligations under this Assignment.
3. Additional Documents. The Assignor agrees to execute any and all other
documents which are, in the opinion of the Assignee or its counsel, necessary to
carry out the terms and conditions of this Assignment.
4. Effective Date and Counterpart Signature. This Assignment Agreement
shall be effective as of the date first written above. This Assignment
Agreement, and acceptance of same, may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Confirmation of execution by telex or by
telecopy or telefax of a facsimile signature page shall be binding upon that
party so confirming.
5. Choice of Law. This Assignment Agreement shall be governed by and
construed in accordance wit the internal laws of the State of New Jersey without
regard to its conflicts of law principles.
IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement on
the day and year first above written.
THE ASSIGNOR:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
-------------------------
Name: Xxxx Xxxxxx
Its: Portfolio Manager
ACCEPTANCE OF ASSIGNMENT
The undersigned, being the Assignee set forth above, does hereby
acknowledge and accept the foregoing Assignment on this 9th day of September,
2005.
ASSIGNEE:
CSI BUSINESS FINANCE, INC. (f/k/a Health
Express USA, Inc.)
By:
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Its: President & CEO
CONSENT
Bio-One Corporation. hereby consents to the assignment of the Debentures
from the Assignor to the Assignee and hereby ratifies the validity of the
continuing obligations of Bio-One Corporation to the Bio-One Debentures and
Bio-One Notes herein.
Bio-One Corporation
By:
---------------------------
Name: Xxxx Xxxxx
Its: President
-EXHIBIT "A"
Original Principal
Assignee Name: Instrument Amount Assigned: Purchase Price:
Bio-One Corporation Bio-One $8,500,000 $8,500,000
Debentures
Bio-One Corporation Bio-One Notes $500,000 $500,000
TOTAL $9,000,000 $9,000,000
