EXHIBIT 10.2


 


COLLATERAL ASSIGNMENT


 


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
2777 Allen Parkway, Suite 800, Houston, Texas 77019 (“Grantor”), and BIOsource Fuels, LLC, a Wisconsin limited
liability company, having its principal office at 3111 152nd Avenue,
Kenosha, Wisconsin 53144 (“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.


 


[The remainder of this page
is left blank intentionally.

Signature page follows.]


 

















 


	
  Biosource America, Inc.

  	
  BIOsource Fuels, LLC

  
	
   

  	
  By:
  

  	
  Kenosha
  Beef International, Ltd., Manager

  
	
   

  	
   

  
	
  By:

  	
  /s/
  JD McGraw

  	
   

  	
  By:

  	
  /s/
  Jerome King

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   President

  	
   

  	
  Its:

  	
   Chief
  Financial Officer

  	
   

  



 


	
  STATE
  OF 

  	
   Texas

  	
   

  	
  )

  	
  STATE
  OF WINSCONSIN

  	
  )

  
	
   

  	
   

  
	
  COUNTY
  OF 

  	
   Harris

  	
   

  	
  )

  	
  COUNTY
  OF KENOSHA

  	
  )SS.

  
	
   

  	
   

  
	
  Subscribed
  and sworn to before me this  17th  day

  of February, 2006  

  	
  Subscribed
  and sworn to before me this  17th  day

  of February, 2006.

  
	
   

  	
   

  
	
     /s/
  Cecilia D. Sanchez

  	
   

  	
     /s/
  Cheryl L. Peaslee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Notary
  Public, State of 

  	
   Texas

  	
   

  	
  Notary
  Public, State of 

  	
   Wisconsin

  	
   

  
	
  My
  Commission Expires: 

  	
    Oct.
  26, 2009

  	
   

  	
  My
  Commission Expires: 

  	
    1-18-2009

  	
   

  
	
   

  	
   

  
	
  [NOTARY
  SEAL]

  	
   

  
																	



 

















 


SCHEDULE A


 


U.S. Patent Applications


 


	
  Patent Application No.

  	
   

  	
  Title

  	
   

  	
  Filing Date

  
	
  10/766,740

  	
   

  	
  Production
  of Biodiesel and Glycerin from High Free Fatty Acid Feedstocks

  	
   

  	
  January
  26, 2004

  
	
  60/537,251

  	
   

  	
  Production
  of Biodiesel and Glycerin from High Free Fatty Acid Feedstocks

  	
   

  	
  January
  15, 2004

  
	
  60/443,049

  	
   

  	
  Industrial
  Process for the Production of Biodiesel and Glycerin from High Free Fatty
  Acid Feedstocks

  	
   

  	
  January
  27, 2004

  



 


(but excluding any right,
title and interest Mr. Kirk Cobb may have in U.S. Provisional App. Serial No.
60/443,049 as a named inventor thereon)