Exhibit 10.4
COLLATERAL ASSIGNMENT
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COLLATERAL ASSIGNMENT made as of this day of April, 2006 by Texaurus
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Energy, Inc. ("Assignor") to Laurus Master Fund, Ltd. ("Assignee").
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities
and obligations of Assignor to Assignee, now existing or hereafter arising under
that certain Securities Purchase Agreement dated as of March 28, 2006 between
Assignor and Assignee (the "SPA") and the Related Agreements (as defined in the
SPA) (each as amended, modified, restated or supplemented from time to time),
Assignor hereby assigns, transfers and sets over unto Assignee, its successors
and assigns, all of its rights, but not its obligations, under that certain Sale
and Purchase Agreement dated as of March 15, 2006, as amended as of April 20,
2006 between Structured Capital Corp. ("Seller") and Assignor and all of the
agreements and documents by which assets or rights of Seller are transferred to
Assignor (as each may be amended, modified, restated or supplemented from time
to time, collectively, the "Agreements"), including, without limitation, all
indemnity rights and all moneys and claims for moneys due and/or to become due
to Assignor under the Agreements.
Assignor hereby (i) specifically authorizes and directs Seller upon notice
to Seller by Assignee to make all payments due to Assignor under or arising
under the Agreements directly to Assignee and (ii) irrevocably authorizes and
empowers Assignee (a) to ask, demand, receive, receipt and give acquittance for
any and all amounts which may be or become due or payable, or remain unpaid at
any time and times to Assignor by Seller under and pursuant to the Agreements,
(b) to endorse any checks, drafts or other orders for the payment of money
payable to Assignor in payment thereof, and (c) in Assignee's discretion to file
any claims or take any action or institute any proceeding, either in its own
name or in the name of Assignor or otherwise, which Assignee may deem necessary
or advisable to effectuate the foregoing. It is expressly understood and agreed,
however, that Assignee shall not be required or obligated in any manner to make
any demand or to make any inquiry as to the nature or sufficiency of any payment
received by it, or to present or file any claim or take any other action to
collect or enforce the payment of any amounts which may have been assigned to
Assignee or to which Assignee may be entitled hereunder at any time or times.
Seller is hereby authorized to recognize Assignee's claims to rights
hereunder without investigating any reason for any action taken by Assignee or
the validity or the amount of the obligations or existence of any default, or
the application to be made by Assignee of any of the amounts to be paid to
Assignee. Checks for all or any part of the sums payable under this Assignment
shall be drawn to the sole and exclusive order of Assignee. Upon payment by
Seller to Assignee of any amounts due to Assignor under or arising under the
Agreements, the obligations of Seller to Assignor with respect to such amounts
shall be deemed paid in full.
Without first obtaining the written consent of Assignee, Assignor and
Seller shall not amend or modify the Agreements.
In the event Assignor declines to exercise any rights under the Agreements,
Assignee shall have the right to enforce any and all such rights of Assignor
directly against Seller.
IN WITNESS WHEREOF, Assignor has duly executed this Assignment the day and
year first above written.
TEXAURUS ENERGY, INC.
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: President
Seller hereby consents and agrees
to the provisions of this Collateral Assignment
as of this 21 day of April, 2006.
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STRUCTURED CAPITAL CORP.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: President
