ex10_6.htm


    
      

    

    
      Exhibit
        10.6

       

      PATENT
        COLLATERAL ASSIGNMENT

      


      This
        Agreement is made on this 8th day of November, 2007, by and among Nature
        Vision,
        Inc., a Minnesota corporation, and Nature Vision Operating, Inc., a Minnesota
        corporation, each having a mailing address at 1480 Northern Pacific Road,
        Brainerd, MN  56401 (individually and collectively the “Assignor”) and
        M&I Business Credit, LLC, a Minnesota limited liability company, having a
        mailing address at Suite 450, 651 Nicollet Mall, Minneapolis, Minnesota 55402
        (“Lender”).

      


      Background.  Assignor
        has executed and delivered to Lender a Credit and Security Agreement dated
        as of
        the date hereof whereby Lender may make loans to Assignor (said Credit and
        Security Agreement as amended from time to time is referred to herein as
        the
“Credit Agreement”).  In order to induce the Lender to execute and
        deliver the Credit Agreement, Assignor has agreed to assign to Lender certain
        Patent rights.

      


      NOW,
        THEREFORE, in consideration of the premises, each Assignor hereby agrees
        with
        Lender as follows:

      


      
        	
                1.

              	
                To
                  secure the complete and timely satisfaction of all Obligations
                  (as defined
                  in the Credit Agreement), Assignor hereby grants, assigns, and
                  conveys to
                  Lender all of its right, title and interest, if any, in and to
                  the Patent
                  applications and Patents listed in Schedule A hereto, including
                  without
                  limitation all proceeds thereof (such as, by way of example, license
                  royalties and proceeds of infringement suits), the right to sue
                  for past,
                  present and future infringements, all rights corresponding thereto
                  throughout the world and all reissues, divisions, continuations,
                  renewals,
                  extensions and continuations-in-part thereof (collectively called
                  the
                  “Patents”).

              


      

      


      2.           Assignor
        covenants and warrants that:

      


      
        	
                 

              	
                a.

              	
                The
                  Patents are subsisting and have not been adjudged invalid or
                  unenforceable, in whole or in part;

              


      

      


      
        	
                 

              	
                b.

              	
                To
                  the best of Assignor’s knowledge, each of the Patents is valid and
                  enforceable and Assignor has notified Lender in writing of all
                  prior art
                  (including public uses and sales) of which it is
                  aware;

              


      

      


      
        	
                 

              	
                c.

              	
                Assignor
                  is the sole and exclusive owner of the entire and unencumbered
                  right,
                  title and interest in and to each of the Patents, free and clear
                  of any
                  liens, charges and encumbrances, including without limitation pledges,
                  assignments, licenses, shop rights and covenants by Assignor not
                  to sue
                  third persons; and

              


      

       

      
        	
                 

              	
                d.

              	
                Assignor
                  has the unqualified right to enter into this Agreement and perform
                  its
                  terms and has entered and will enter into written agreements with
                  each of
                  its present and future employees, agents and consultants which
                  will enable
                  it to comply with the covenants herein
                  contained.

              


      

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

       

      
        	
                3.

              	
                Assignor
                  agrees that, until all of the Obligations (as defined in the Credit
                  Agreement) shall have been satisfied in full, it will not enter
                  into any
                  agreement (for example, a license agreement) which is inconsistent
                  with
                  Assignor’s obligations under this Agreement, without Lender’s prior
                  written consent.

              


      

      


      
        	
                4.

              	
                If,
                  before the Obligations shall have been satisfied in full, Assignor
                  shall
                  obtain rights to any new Patentable inventions, or become entitled
                  to the
                  benefit of any Patent application or Patent  for any reissue,
                  division, continuation, renewal, extension, or continuation-in-part
                  of any
                  Patent or any improvement on any Patent, the provisions of paragraph
                  1
                  shall automatically apply thereto and Assignor shall give to Lender
                  prompt
                  notice thereof in writing hereof.

              


      

      


      
        	
                5.

              	
                Assignor
                  authorizes Lender to modify this Agreement by amending Schedule
                  A to
                  include any future Patents and Patent applications which are Patents
                  under
                  paragraph 1 or paragraph 4 hereof.

              


      

      


      
        	
                6.

              	
                Unless
                  and until there shall have occurred and be continuing an Event
                  of Default
                  (as defined in the Credit Agreement), Lender hereby grants to Assignor
                  the
                  exclusive, nontransferable right and license under the Patents
                  to make,
                  have made for it, use and sell the inventions disclosed and claimed
                  in the
                  Patents for Assignor’s own benefit and account and for none
                  other.  Assignor agrees not to sell or assign its interest in,
                  or grant any sublicense under, the license granted to Assignor
                  in this
                  paragraph 6, without the prior written consent of
                  Lender.

              


      

      


      
        	
                7.

              	
                If
                  any Event of Default shall have occurred and be continuing, Assignor’s
                  license under the Patents as set forth in paragraph 6, shall terminate
                  forthwith, and the Lender shall have, in addition to all other
                  rights and
                  remedies given it by this Agreement, those allowed by law and the
                  rights
                  and remedies of a secured party under the Uniform Commercial Code
                  as
                  enacted in any jurisdiction in which the Patents may be located
                  and,
                  without limiting the generality of the foregoing, the Lender may
                  immediately, without demand of performance and without other notice
                  (except as set forth next below) or demand whatsoever to Assignor,
                  all of
                  which are hereby expressly waived, and without advertisement, sell
                  at
                  public or private sale or otherwise realize upon, in Minneapolis,
                  Minnesota, or elsewhere, the whole or from time to time any part
                  of the
                  Patents, or any interest which the Assignor may have therein, and
                  after
                  deducting from the proceeds of sale or other disposition of the
                  Patents
                  all reasonable expenses (including all reasonable expenses for
                  brokers’
                  fees and legal services), shall apply the residue of such proceeds
                  toward
                  the payment of the Obligations.  Any remainder of the proceeds
                  after payment in full of the Obligations shall be paid over to
                  the
                  Assignor.  Notice of any sale or other disposition of the
                  Patents shall be given to Assignor at least ten (10) days before
                  the time
                  of any intended public or private sale or other disposition of
                  the Patents
                  is to be made, which Assignor hereby agrees shall be reasonable
                  notice of
                  such sale or other disposition.  At any such sale or other
                  disposition, any holder of any Note (as defined in the Credit Agreement)
                  or Lender may, to the extent permissible under applicable law,
                  purchase
                  the whole or any part of the Patents sold, free from any right
                  or
                  redemption on the part of Assignor, which right is hereby waived
                  and
                  released.

              


      

       

      
        
           

        

        
          33

          
            

          

        

        
           

        

         

      

      
        	
                8.

              	
                At
                  such time as Assignor shall completely satisfy all of the Obligations,
                  this Agreement shall terminate and Lender shall execute and deliver
                  to
                  Assignor all deeds, assignments and other instruments s may be
                  necessary
                  or proper to re-vest in Assignor full title to the Patents, subject
                  to any
                  disposition thereof which may have been made by Lender pursuant
                  hereto.

              


      

      


      
        	
                9.

              	
                Any
                  and all reasonable fees, costs and expenses, of whatever kind or
                  nature,
                  including the reasonable attorneys’ fees and legal expenses incurred by
                  Lender in connection with preparation of this Agreement and all
                  other
                  documents relating hereto and the consummation of this transaction,
                  the
                  filing or recording of any documents (including all taxes in connection
                  therewith) in public offices, the payment or discharge of any taxes,
                  counsel fees, maintenance fees, encumbrances, or in otherwise protecting,
                  maintaining or preserving the Patents, or in defending or prosecuting
                  any
                  actions or proceedings arising out of or related to the Patents,
                  shall be
                  borne and paid by Assignor on demand by Lender and until so paid
                  shall be
                  added to the principal amount of the Obligations and shall bear
                  interest
                  at the highest rate prescribed in the Credit
                  Agreement.

              


      

      


      
        	
                10.

              	
                Assignor
                  shall have the duty, through counsel reasonably acceptable to Lender,
                  to
                  prosecute diligently any Patent applications of the Patents pending
                  as of
                  the date of this Agreement or thereafter until the Obligations
                  shall have
                  been paid in full and to preserve and maintain all rights in Patent
                  applications and Patents of the Patents, including without limitation
                  the
                  payment of all maintenance fees.  Any expenses incurred in
                  connection with such an application shall be borne by
                  Assignor.  The Assignor shall not abandon any right to file any
                  pending Patent application or Patent without the consent of the
                  Lender,
                  which consent shall not be unreasonably
                  withheld.

              


      

      


      
        	
                11.

              	
                Assignor
                  shall have the right, with the consent of Lender, which shall not
                  be
                  unreasonably withheld, to bring suit in its own name, and to join
                  Lender,
                  if necessary, as a party to such suit so long as Lender is satisfied
                  that
                  such joinder will not subject it to any risk of liability, to enforce
                  the
                  Patents and any licenses thereunder.  Assignor shall promptly,
                  upon demand, reimburse and indemnify Lender for all damages, costs
                  and
                  expenses, including legal fees, incurred by Lender pursuant to
                  this
                  paragraph 11.

              


      

      


      
        	
                12.

              	
                No
                  course of dealing between Assignor and Lender, nor any failure
                  to
                  exercise, nor any delay in exercising, on the part of Lender, any
                  right,
                  power or privilege hereunder or under the Credit Agreement shall
                  operate
                  as a waiver thereof; nor shall any single or partial exercise of
                  any
                  right, power or privilege hereunder or thereunder preclude any
                  other or
                  further exercise thereof or the exercise of any other right, power
                  or
                  privilege.

              


      

      


      
        	
                13.

              	
                All
                  of Lender’s rights and remedies with respect to the Patents, whether
                  established hereby or by the Credit Agreement, or by any other
                  agreements
                  or by law shall be cumulative and may be exercised singularly or
                  concurrently.

              


      

       

      
        
           

        

        
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                14.

              	
                The
                  provisions of this Agreement are severable, and if any clause or
                  provision
                  shall be held invalid and unenforceable in whole or in part in
                  any
                  jurisdiction, then such invalidity or unenforceability shall affect
                  only
                  such clause or provision of this Agreement in any
                  jurisdiction.

              


      

      


      
        	
                15.

              	
                This
                  Agreement is subject to modification only by a writing signed by
                  the
                  parties, except as provided in paragraph
                  5.

              


      

      


      
        	
                16.

              	
                The
                  benefits and burdens of this Agreement shall inure to the benefit
                  of and
                  be binding upon the respective successors and permitted assigns
                  of the
                  parties.

              


      

      


      
        	
                17.

              	
                The
                  validity and interpretation of this Agreement and the rights and
                  obligations of the parties shall be governed by the laws of the
                  State of
                  Minnesota.

              


      

      


      IN
        WITNESS WHEREOF, this Agreement has been duly executed and delivered on the
        day
        and year first above written.

      


      
        	 	
                NATURE
                  VISION, INC. 

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:  

              	
                /S/
                  Jeffrey P. Zernov

              	 
	 	 	
                Jeffrey
                  P. Zernov, President and CEO

              	 
	 	 	 	 
	 	
                NATURE
                  VISION OPERATING, INC. 

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /S/
                  Jeffrey P. Zernov

              	 
	 	 	
                Jeffrey
                  P. Zernov, President and CEO

              	 
	 	 	 	 
	 	
                M&I
                  BUSINESS CREDIT, LLC 

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /S/
                  Thomas J. Kopacek

              	 
	 	
                Its:

              	
                Vice
                  President

              	 


      

      



      
        
                                                 

           

        

        
          35

          
            

          

        

        
           

        

      


      


      STATE
        OF
        MINNESOTA                  )

      )
        ss.

      COUNTY
        OF
        HENNEPIN                   )

      


      The
        foregoing instrument was executed and acknowledged before me on this 8th
        day of
        November, 2007, by Jeffrey P. Zernov, the President and CEO of Nature Vision,
        Inc., a Minnesota corporation, on behalf of said corporation.

      


      
        	 	
                /S/
                  Joseph R.
                  Koester                        

              	 
	 	
                Notary
                  Public

              	 


      

       

      
 

      STATE
        OF
        MINNESOTA                  )

      )
        ss.

      COUNTY
        OF
        HENNEPIN                 
 )

      


      The
        foregoing instrument was executed and acknowledged before me on this 8th
        day of
        November, 2007, by Jeffrey P. Zernov, the President and CEO of Nature Vision
        Operating, Inc., a Minnesota corporation, on behalf of said
        corporation.

      


      
        	 	
                /S/
                  Joseph R.
                  Koester                        

              	 
	 	
                Notary
                  Public

              	 


      

      
 

      STATE
        OF
        MINNESOTA                  )

      )
        ss.

      COUNTY
        OF
        HENNEPIN                   )

      


      The
        foregoing instrument was executed and acknowledged before me on this 8th
        day of
        November, 2007, by Thomas J. Kopacek, the Vice President of M&I Business
        Credit, LLC, a Minnesota limited liability company, on behalf of said
        company.

      


      
        	 	
                /S/
                  Joseph R.
                  Koester                        

              	
              
	 	
                Notary
                  Public

              	
                 

              


      


      
        
                                                      

           

        

        
          36

          
            

          

        

        
           

        

      


      SCHEDULE
        A

      


      


      
        	
                Patent

              	
                Patent
                  Number

              
	 	 
	
                Video
                  display/cord dispenser

              	
                D529,884

              
	
                Clip-on-light

              	
                D524,974

              
	
                Video
                  fish camera

              	
                D513,029

              
	
                Vibrating
                  fishing rod

              	
                6,836,995

              
	
                Underwater
                  viewing camera

              	
                D489,387

              
	
                Viewing
                  monitor

              	
                D488,826

              
	
                Lighted
                  fishing lure

              	
                D480,445

              
	
                Submersible
                  video viewing system

              	
                6,476,853

              
	
                Submersible
                  video viewing system

              	
                6,262,761

              
	
                Underwater
                  viewing monitor housing

              	
                D439,589

              
	
                Underwater
                  viewing monitor

              	
                D438,881

              
	
                Underwater
                  viewing monitor housing

              	
                D429,744

              
	
                Submersible
                  video viewing system

              	
                6,097,424

              
	
                Bird
                  feeder

              	
                D426,352

              


      

       

       

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