Unassociated Document


    


     

    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/ Philip
              J. Rauch	 
	 	 	Name Philip
              J. Rauch	 
	 	 	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/Scott
              Haine 	 
	 	 	Name Scott
              Haine	 
	 	 	Title President	 
	 	 	 	 


    

     

     

     

    
      
         

      

      
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