COLLATERAL ASSIGNMENT
EXHIBIT 10.2
This COLLATERAL ASSIGNMENT (“Assignment”) is made this 17th day of February, 2006, by and between Biosource America, Inc., a Texas corporation, having its principal office at 0000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (“Grantor”), and BIOsource Fuels, LLC, a Wisconsin limited liability company, having its principal office at 0000 000xx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000 (“Grantee”).
WHEREAS, Grantor is the beneficiary of that certain Confidentiality and Non-Competition Agreement of even date herewith between Grantor and Resodyn Corporation, a Delaware corporation (the “Confidentiality Agreement”);
WHEREAS, Grantee has extended a loan to Grantor pursuant to the terms and conditions of that certain Asset Purchase Agreement dated the date hereof between Grantor and Grantee (the “Asset Purchase Agreement”) and that certain Promissory Note dated the date hereof (the “Note”) made by Grantor in favor of Grantee;
IN CONSIDERATION OF the Asset Purchase Agreement and Grantee’s acceptance of the Note, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby grant a security interest in and bargain, sell, assign, transfer, convey and set over unto Grantee all of the right, title and interest of Grantor presently existing or hereafter arising in and to the Confidentiality Agreement as additional security for performance of all obligations of Grantor arising in connection with the Note and Asset Purchase Agreement defined above.
Grantor warrants and represents that it has good right and authority to make this Collateral Assignment; that it has not heretofore made any assignment, pledge, alienation or other transfer of the Confidentiality Agreement or any of its rights hereunder; and that the Confidentiality Agreement is in full force and effect without amendment or modification. Notwithstanding the above collateral assignment, Grantee shall not interfere with the Grantor’s rights, powers and privileges under the Confidentiality Agreement so long as no Event of Default occurs under the terms and conditions of the Note.
Upon the occurrence of an Event of Default as defined under the Note, Grantee may (but shall not be obligated to) succeed to all or any portion of Grantor’s right, title and interest in and to the Confidentiality Agreement and to enforce, waive, amend, modify or terminate all or any part of the Confidentiality Agreement, as Grantee in its sole discretion deems advisable.
Upon the payment in full of all obligations arising out of or in any way connected to the Note and the Asset Purchase Agreement, this Collateral Assignment shall automatically terminate.
This Assignment shall be governed by, construed and enforced in accordance with the laws of the State of Wisconsin.
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Biosource America, Inc. |
BIOsource Fuels, LLC |
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By: |
Kenosha Beef International, Ltd., Manager |
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By: |
/s/ XX XxXxxx |
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By: |
/s/ Xxxxxx Xxxx |
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Its: |
President |
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Its: |
Chief Financial Officer |
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STATE OF |
Texas |
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STATE OF WINSCONSIN |
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COUNTY OF |
Xxxxxx |
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COUNTY OF KENOSHA |
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Subscribed
and sworn to before me this 17th day |
Subscribed
and sworn to before me this 17th day |
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/s/ Xxxxxxx X. Xxxxxxx |
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/s/ Xxxxxx X. Xxxxxxx |
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Notary Public, State of |
Texas |
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Notary Public, State of |
Wisconsin |
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My Commission Expires: |
Oct. 26, 2009 |
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My Commission Expires: |
1-18-2009 |
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[NOTARY SEAL] |
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SCHEDULE A
U.S. Patent Applications
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Title |
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Filing Date |
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10/766,740 |
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Production of Biodiesel and Glycerin from High Free Fatty Acid Feedstocks |
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January 26, 2004 |
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60/537,251 |
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Production of Biodiesel and Glycerin from High Free Fatty Acid Feedstocks |
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January 15, 2004 |
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60/443,049 |
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Industrial Process for the Production of Biodiesel and Glycerin from High Free Fatty Acid Feedstocks |
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January 27, 2004 |
(but excluding any right, title and interest Xx. Xxxx Xxxx may have in U.S. Provisional App. Serial No. 60/443,049 as a named inventor thereon)
