COLLATERAL ASSIGNMENT OF NOTE
COLLATERAL
ASSIGNMENT OF NOTE made as of this 30 day of November, 2007 (this
“Assignment”) by and between NewMarket Technology, Inc., a Nevada
corporation (“Assignor”), to LV Administrative Services, Inc. (in its
capacity as administrative agent and collateral agent,
“Assignee”).
WHEREAS,
Assignor and Assignee have entered into a Security Agreement dated as of the
date hereof (as amended, modified, restated and/or supplemented from time to
time, the “Security Agreement”), pursuant to which the Creditor Parties
(as defined in the Security Agreement) have provided or will provide certain
financial accommodations to the Assignor and certain subsidiaries of the
Assignor. All capitalized terms not herein defined shall have the
meanings given to them in the Security Agreement.
FOR
VALUE
RECEIVED, and as collateral security for all debts, liabilities and obligations
of Assignor to Assignee and the Creditor Parties, now existing or hereafter
arising under any agreement between Assignor, Assignee and/or any Creditor
Party, including, without limitation, the Security Agreement and the Ancillary
Agreements, Assignor hereby assigns, transfers and sets over unto Assignee
and
its successors and assigns, all of its rights, but not its obligations, under
that certain Convertible Promissory Note dated October 1, 2006 from
VirtualHealth Technologies, Inc. (“Maker”) in favor of Assignor in the
original principal amount of $900,000 (as amended, modified, restated and/or
supplemented from time to time, the “Note”) and any and all documents,
instruments and agreements executed in connection therewith or otherwise related
to the Note (the Note, together with all such documents, instruments and
agreements, collectively, the “Documents”), including, without
limitation, all moneys, claims for moneys due and/or to become due, and any
and
all other consideration to be paid under or in connection with such Documents,
including, without limitation, any equity to be issued upon conversion of all
or
a part of the Note.
Assignor
hereby (i) specifically authorizes and directs Maker upon notice to Maker by
Assignee to make all payments due under or arising under the Note directly
to
Assignee and hereby 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 Maker under and pursuant to the Note, (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.
Maker
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.
Without
first obtaining the written consent of Assignee, Assignor and Maker shall not
(i) amend or modify any Document or (ii) agree to or suffer any amendment,
extension, renewal, release, acceptance, forbearance, modification or waiver
with respect to any Document.
In
the
event Assignor declines to exercise any rights under any Document, Assignee
shall have the right to enforce any and all such rights of Assignor against
Maker.
This
Assignment shall be governed by and construed in accordance with the laws of
the
State of New York, without resort to the conflict of law principles
thereof.
This
Assignment may be executed in any number of counterparts and by different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute one
and
the same agreement. This Assignment may be executed by facsimile or
electronic transmission.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, Assignor has duly executed this Assignment the day and year
first above written.
| NEWMARKET TECHNOLOGY, INC. | |||
|
|
By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name Xxxxxx X. Xxxxx | |||
| Title CFO | |||
Maker
hereby acknowledges, consents and
agrees
to
the provisions of this
Collateral
Assignment as of this
____
day
of November, 2007.
| VIRTUALHEALTH TECHNOLOGIES, INC. | |||
|
|
By:
|
/s/Xxxxx Xxxxx | |
| Name Xxxxx Xxxxx | |||
| Title President | |||
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