EXHIBIT 16.6
SHARE PLEDGE AGREEMENT
THIS AGREEMENT made as of the 31st day of March, 2004.
BETWEEN:
BIO-ONE CORPORATION
("BIO-ONE")
THE FIRST PARTY
AND:
INTERACTIVE NUTRITION INC.
("INI")
THE SECOND PARTY
AND:
INTERACTIVE NUTRITION INTERNATIONAL INC.
("INII")
THE THIRD PARTY
WHEREAS:
(1) Bio-One and INII are indebted to INI pursuant to a
Convertible Promissory Note dated the date hereof (the
"Promissory Note");
(2) Bio-One has agreed with INI to pledge to INI the
securities described below as continuing collateral
security for the payment and performance of Bio-One's
payment obligations under the Promissory Note (the
"Obligations").
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
1. TERMINOLOGY
All terms not otherwise defined in this Agreement shall have the
respective meanings attributed thereto in the Promissory Note.
2. PLEDGE
BIO-ONE hereby mortgages, charges, hypothecates, pledges, grants a
security interest in and delivers to the solicitors for INI (the
"Escrow Agent") the securities listed below, and any substitutions
therefor, additions thereto and proceeds thereof, and all rights and
claims of BIO-ONE in respect of the same or evidenced thereby
(collectively, subject to SECTION 9, the "Securities"):
SECURITY AND ISSUER NUMBER
------------------- ------
Class A Common Shares of INII 20
to be held by the Escrow Agent as continuing collateral security for
the due and punctual payment of the Obligations.
3. COVENANTS OF INII
INII hereby covenants and represents that the Securities are free and
clear of any encumbrances or liens and that all necessary approvals
have been obtained for the grant of security interest contemplated
herein. INII further covenants that it shall do all acts necessary to
fulfill the intention of this Agreement including, without limiting
the generality of the foregoing, delivering upon the Escrow Agent's
written confirmation of an Event of Default a share certificate
registered in the name of INI.
4. ENFORCEMENT
In the event of: (a) a default in payment of any of the Obligations
and a continued default for at least fifteen (15) days following
receipt by Bio-One of a demand for payment by INI (an "Event of
Default"); and (b) a determination by INI to enforce its rights under
this Agreement, the Escrow Agent may, without notice to BIO-ONE or
advertisement, cause all or any of the Securities to be realized,
collected, sold, transferred and delivered by INI in such manner as
may seem to be advisable to it, or may exercise and enforce all
rights of a holder of the Securities. For the purposes of the
foregoing rights and remedies all requirements relating thereto and
prescribed by law or otherwise are hereby waived; however, INI shall
not be bound to exercise any such rights and remedies and shall not
be liable for any loss which may be occasioned by any failure so to
do. The proceeds of disposition of any of the Securities, after
deduction of all expenses, shall be applied to the Obligations and
the balance, if any, shall be paid to BIO-ONE or as a court of
competent jurisdiction may otherwise direct.
5. EXPENSES OF ENFORCEMENT
INI may charge on its own behalf and also pay to others sums for
expenses incurred and for services rendered (expressly including fees
and out-of-pocket expenses for legal services) in connection with
realizing, collecting, selling, transferring or obtaining payment of
the Securities or any part thereof and may deduct the amount of such
sums from the proceeds thereof. The balance of such proceeds shall be
applied on account of such parts of the Obligations as to INI seems
best, without prejudice to INI's claims, if any, against BIO-ONE for
any deficiency.
6. ENFORCEABILITY
This Agreement shall continue and remain in full force and effect
until satisfaction in full of the Obligations. This Agreement shall
be unconditional, irrespective of the validity, regularity or
enforceability of the Promissory Note and any documents delivered in
connection with the Agreement (or any of them) and shall not be
affected by any action taken or any remedy conferred thereunder or
under this Agreement, or by law, equity or otherwise.
7. OTHER SECURITY
This Agreement shall be in addition to and shall not in any way
prejudice or affect any collateral or other securities now or
hereafter held by INI for all or any part of the Obligations.
8. DUTY OF CARE IN KEEPING SECURITIES
The Escrow Agent shall be bound to exercise in the keeping of the
Securities only the same degree of care as it would exercise with
respect to its own securities kept at the same place.
9. ALTERATION IN FORM OF THE SECURITIES
In the event of any consolidation, subdivision, reclassification,
stock dividend or similar increase, decrease or alteration of the
capital of any issuer of one or more of Securities, the term
"Securities" shall be deemed to refer to the securities described in
SECTION 2, as increased, decreased, amended or supplemented and to
moneys delivered to the Escrow Agent pursuant to SECTION 9. BIO-ONE
will, forthwith upon receipt, deliver to the Escrow Agent any share
certificates issued in replacement for or in addition to the share
certificates delivered under this Agreement.
10. DEALING WITH SECURITIES
Until the occurrence of an Event of Default and a determination by
INI to enforce the rights granted to it under this Agreement, BIO-ONE
shall be entitled to vote the Securities and to receive all cash
dividends with respect thereto. Any other moneys which may be
received by BIO-ONE for or in respect of the Securities shall be
received as trustee for INI and shall forthwith be paid over to the
Escrow Agent and be held by the Escrow Agent pursuant to the
mortgage, charge, hypothecation, pledge and grant of security
interest herein. INI agrees that it will not require the Securities
to be registered in its name or in the name of a nominee unless and
until the occurrence of an Event of Default and the determination by
INI to enforce the rights granted to it under this Agreement.
11. BENEFICIAL OWNERSHIP OF SECURITIES
Without in any way derogating from the validity and enforceability of
the mortgage charge, hypothecation, pledge and grant of security
interest described in this Agreement, and the rights and remedies of
INI with respect thereto, until the occurrence of an Event of Default
and the determination of INI to enforce its rights under this
Agreement, BIO-ONE shall be the beneficial owner of the Securities.
12. GENERAL CONTRACT PROVISIONS
(1) Unless the context requires otherwise, words importing the
singular number shall include the plural and vice versa,
words importing the masculine gender shall include the
feminine and neuter genders and vice versa, and words
importing persons shall include individuals, partnerships,
associations, trusts, unincorporated organizations and
corporations and vice versa.
(2) Each party shall sign such other documents and do and
perform such other acts as may, in the reasonable opinion of
counsel for the other party, be necessary or desirable in
order to give full effect to this Agreement.
(3) This Agreement shall enure to the benefit of and be binding
upon the respective heirs, executors, administrators,
successors and assigns of the parties, provided that BIO-ONE
shall not assign its rights or obligations under this
Agreement without the prior written consent of INI.
(4) The parties expressly agree that in all respects pertaining
to this Agreement and its subject matter their rights,
obligations and remedies shall be governed exclusively by
the terms of this Agreement and that this Agreement
supersedes any prior understandings and agreements between
them with respect to its subject matter. There are no
representations, warranties, terms, conditions, undertakings
or collateral agreements, express, implied or statutory,
between the parties other than as expressly made in this
Agreement.
(5) Any finding that a provision of this Agreement is invalid or
unenforceable shall apply only to such provision.
(6) Any demand, notice, request or other communication to be
given in connection with this Agreement shall be given in
writing and by delivery addressed to the recipient as
provided in the Share Purchase Agreement dated the date
hereof between the parties and shall be conclusively deemed
to have been given and received when so delivered, provided
that delivery actually made on a day after normal business
hours shall be deemed to have been made at the commencement
of the next business day.
(7) This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the
laws of Canada applicable therein.
(8) Any references in this Agreement to any law, by-law, rule,
regulation, order or act of any government, governmental
body or other regulatory body, in whatever form, shall be
construed as a reference to it as amended or re-enacted from
time to time or as a reference to any successor to it.
(9) All references in this Agreement to sections are references
to sections of this Agreement unless otherwise provided.
(10) BIO-ONE acknowledges that it has been urged to obtain
independent legal advice prior to signing this Agreement and
that it has either obtained such advice or has been given
adequate opportunity to obtain such advice prior to the
signing of this Agreement.
IN WITNESS OF WHICH the parties have executed this Agreement.
)
)
) BIO-ONE CORPORATION
)
) Per:
) ___________________________
) Authorized Signing Officer
)
)
)
)
) INTERACTIVE NUTRITION
) INTERNATIONAL INC.
)
)
) Per:
) ___________________________
) Authorized Signing Officer
)