Exhibit 99.7
COLLATERAL ASSIGNMENT
THIS COLLATERAL ASSIGNMENT is made and entered into the 9th day of
September, 2005 by CSI BUSINESS FINANCE, INC. (f/k/a Health Express USA, Inc.)
("Assignor"), in favor of CORNELL CAPITAL PARTNERS, LP ("Assignee").
WITNESSETH:
WHEREAS, On the date hereof, the Assignor is the legal and beneficial
owner of that certain Secured Convertible Debenture (the "Bio-One Debenture")
issued by Bio-One Corporation, a Nevada corporation ("Bio-One") purusant to the
Securties Purchase Agreement between the Assignor and Bio-One dated March 29,
2004. In addition, Bio-One issued to the Assignor various Promissory Notes, of
which the principal amount of $500,000 is outstanding (the "Bio-One Notes"). In
connection with the Securites Purchase Agreement and the Convertible Debenture
issued thereunder (the "Convertible Debenture") of even date herewith between
the Assignor and the Assignee, the Assignor is obligated to assign to the
Assignee the Bio-One Debenture, the Bio-One Notes, the Security Agreement dated
as of March 29, 2004 and the Pledge and Escrow Agreement dated as of September
__, 2005 (which Security Agreement and Pledge and Escrow Agreement secure the
obligations under the Bio-One Debenture and the Bio-One Notes) (collectively,
the "Bio-One Documents"). Accordingly, 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 outstanding principal balance of the Bio-One Debentures and
the Bio-One Notes and all of its rights thereunder, including without limitation
the right to collect from the Company the principal amounts outstanding
thereunder, plus 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 Bio-One Notes to the Assignee upon
the execution of this Agreement.
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
Bio-One Documents 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
Securities Purchase Agreement between the Assignor and Bio-One.
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 the Bio-One Documents, 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 the
Bio-One Documents, (ii) to do any and all things which Assignor is or may become
entitled to do under the Convertible Debenture, 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 the Bio-One Documents.
3. The acceptance of this Assignment and the payment or performance under
the Bio-One Documents shall not constitute a waiver of any rights of Assignee
under the terms of the Bio-One Documents, it being understood that, until the
occurrence of an a default under the Bio-One Documents, and the exercise of
Assignee's rights under Section 4 hereof, Assignor shall have all rights to the
Bio-One Documents and to retain, use and enjoy the same.
4. Assignor, upon the occurrence of a payment default under the
Convertible Debenture, hereby authorizes Assignee, at Assignee's option, to
enforce and exercise all rights and privileges with respect to the Bio-One
Documents 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 the Bio-One Documents 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 the Bio-One Documents,
and Assignor hereby agrees to indemnify Assignee for, and to save Assignee
harmless from, any and all liability arising under the Bio-One Documents, 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.
t 6 0 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 the Bio-One Documents.
8. Assignor covenants and warrants that:
(a) it has the power and authority to assign the Bio-One Documents and
there have been no prior assignments of the Bio-One Documents;
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(b) the Bio-One Documents 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 the Bio-One Documents
without the prior written consent of Assignee;
(d) it will not cancel, terminate or accept any surrender of the Bio-One
Documents, 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 the Bio-One Debenture; 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 the Bio-One Documents on Schedule I so long as the
substitute contracts provide for a purchase price equal to or greater than the
Bio-One Debenture 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 Bio-One Debenture.
10. At such time as the Convertible Debenture is satisfied or discharged,
this Assignment and all of Assignee's right, title and interest hereunder with
respect to the Bio-One Documents 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. 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.
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COLLATERAL ASSIGNMENT]
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.
CSI BUSINESS FINANCE, INC.
By:
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Name: Timothy J. Connolly
Title: President & CEO
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
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Name: Mark Angelo
Title: Portfolio Manager
SCHEDULE I
BIO-ONE DOCUMENTS