Assignment Agreement for Convertible Debentures among Cornell Capital Partners, Ceptor Corporation, and Multiple Assignees

 Exhibit 4.3 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT made this 29th day of June, 2006 by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership with an office at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 (the "ASSIGNOR"), CEPTOR CORPORATION, a Delaware corporation (the "COMPANY") and THE LONGVIEW FUND, LP organized and existing under the laws of California with an office at 600 Montgomery Street, 44th Floor San Francisco, CA 94111 ("LONGVIEW"), ALPHA CAPITAL AKTIENGESELLSCHAFT organized and existing under the laws of Liechtenstein with an office at Pradafant 7 9490 Furstentums Vaduz, Lichtenstein ("ALPHA"), Ellis International Ltd., organized and existing under the laws of Panama with an office at 53rd Street Urbanizacion Obarrio Swiss Tower, 16th Floor, Panama, Republic of Panama ("ELLIS") and Momona Capital Corp., organized and existing under the laws of the State of New York with an office at 3 Martha Road, Monsey, New York ("MOMONA") (collectively, the "ASSIGNEES"): WITNESSETH WHEREAS, CEPTOR CORPORATION (herein the "COMPANY") issued to the Assignor on December 9, 2005, a Convertible Debenture (herein referred to as "DEBENTURE NO. 1") in an amount of ONE MILLION DOLLARS ($1,000,000.00), of which SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00) remains unpaid and unconverted, and accruing interest at the rate of eight percent (8%) per annum; and issued to the Assignor on December 28, 2005, a Convertible Debenture (herein referred to as "DEBENTURE NO. 2") in an amount of ONE MILLION DOLLARS ($1,000,000.00), of which the full amount remains unpaid and unconverted, and accruing interest at the rate of eight percent (8%) per annum. WHEREAS, the Assignor desires to assign the unpaid and unconverted amounts of both Debenture No. 1 and Debenture No. 2 (collectively referred to as the "DEBENTURES") to the Assignees in the respective amounts set forth on Schedule A attached hereto, or the aggregate sum of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000.00) of such Debentures to Assignees as well as and all rights and benefits conferred therein, and the Assignees desire to purchase such portion of the Debentures in the respective amounts set forth on Schedule A attached hereto and all rights and benefits conferred therein for a total purchase price of ONE MILLION NINE HUNDRED FOURTEEN THOUSAND ONE HUNDRED EIGHTY THOUSAND DOLLARS AND EIGHTY TWO CENTS ($1,914,180.82) (the "PURCHASE PRICE"), of which ONE MILLION EIGHT HUNDRED THIRTY-SIX THOUSAND DOLLARS ($1,836,000.00) (representing One Million Seven Hundred Thousand Dollars {$1,700,000} plus a premium of eight percent {8%}, or the sum of One Hundred Thirty-Six Thousand Dollars {$136,000}) is being paid in consideration for the principal, and SEVENTY-EIGHT THOUSAND ONE HUNDRED EIGHTY DOLLARS AND EIGHTY TWO CENTS ($78,,180.82) is being paid in consideration for accrued interest; and WHEREAS, the Company, in consideration of the Assignor's agreement to assign such unpaid and unconverted amounts of the Debentures to the Assignees, has agreed to issue to the Assignor a Warrant to purchase five million (5,000,000) shares of the Company's common stock at a price of $0.25 per share (the "WARRANT"). The Warrant shall be issued to the Assignor upon execution of this Assignment, and deemed earned at such time as the Purchase Price is received by the Assignor.  NOW, THEREFORE, for and in consideration of the Purchase Price and Warrant, receipt of which is hereby acknowledged, and in further consideration of the mutual covenants hereinafter set forth, the parties hereby agree as follows: 1. Assignor does hereby assign, transfer and set over to Assignees, their successors and assigns, all of its rights, benefits conferred, title, interests, and obligations pursuant to the Debentures, including Interest accrued there under, and the Transaction Documents, as this term is defined in the Securities Purchase Agreement dated December 9, 2005 by and between the Assignor and the Company (the "SECURITIES PURCHASE AGREEMENT"), including but not limited to ability to collected Liquidated Damages, as defined in the Investor's Registration Rights Agreement dated December 9, 2005 by and between the Assignor and the Company (the "INVESTOR'S REGISTRATION RIGHTS AGREEMENT"); 2. Assignor warrants, represents and covenants that: (a) the copies of the Debentures attached hereto are true and correct copies of the original Debentures; (b) the Assignor is the sole and absolute owner of the Debentures, free of all claims, encumbrances and security interests of every nature; (c) the Assignor has not heretofore assigned or pledged the Debentures, or any interest therein; (d) Liquidated Damages have not accrued or are due and outstanding as of the date hereof. (d) the Assignor shall, simultaneously upon receipt of the Purchase Price, file appropriate UCC-3 amendments (the "UCC-3"), a copy of which shall be provided to the Assignees prior to filing, to the filed UCC-1 Financing Statement filed with Delaware Department of State on December 12, 2205 File No. 53836906 (the "UCC-1") to transfer its security interest to the Assignees. 3. The Company warrants, represents and covenants that: (a) the representations and warranties set forth in the Transaction Documents are true and correct in all material respects as of the date hereof, except as same may have been amended, updated or supplemented in the documents filed with and referred to in the Company's Form 8-k filed on June 7, 2006. The Company has performed, satisfied and complied in all material respects with the obligations and covenants, agreements and conditions of the Transaction Documents. (b) that the Debentures and the obligations there under and under the Transaction Documents are in full force and effect and that no Events of Default, as this term is defined in the Debentures, currently exist.  (c) contemporaneously with the execution of this Agreement the Company shall reissue to the Assignees the Debentures in the respective names and amounts outlined in Schedule A attached hereto as well as re-execute the Irrevocable Transfer Agent Instructions dated December 9, 2005 by and between the Assignor and the Company (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS") or such other Transaction Documents as may be reasonably requested by the Assignees. (d) upon the assignment contemplated herein but in no event later than July 10, 2006 , the Company shall file a post-effective amendment to Registration Statement No. 333-130746 currently on file with the United States Securities and Exchange Commission (the "REGISTRATION STATEMENT") and any other such documents as may be required or reasonably requested by the Assignees in order to indicate that Assignees are the new selling shareholders of the shares issuable upon conversion of the Debentures which shall cause such Registration Statement to remain effective and current for the public sale of the registrable securities. (e) the maximum conversion price of the Debentures, subject to adjustment as stated therein, as of the date of this Assignment is Fifteen Cents ($0.15). 4. The Assignees hereby assume all rights, benefits conferred, title, interests, and obligations, representations, warranties, and covenants pursuant to the Debentures and the Transaction Documents; 5. The Company hereby acknowledges and consents to the Assignees assumption of all rights, benefits conferred, title, interests, and obligations, representations, warranties, and covenants pursuant to the Debentures and the Transaction Documents including but not limited to registration rights and indemnification rights, and the Company will comply with the covenants set forth therein and perform its obligations thereunder. 6. The Company and the Assignees agree that the following language in the Convertible Debentures shall be deleted in its entirety and except as provided herein all of the terms and conditions contained herein shall remain unchanged and in full force and effect. All provisions in the Convertible Debentures and any amendments, schedules or exhibits thereto in conflict with this deletion shall be and hereby are changed to conform to this amendment. RIGHT OF REDEMPTION. The Obligor at its option shall have the right, with three (3) business days advance written notice (the "REDEMPTION NOTICE"), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date. If the Closing Bid Price of the Obligor's Common Stock, as reported by Bloomberg, LP, is less than the Fixed Price at the time of the Redemption Notice, the Obligor shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to eight percent (8%) of the principal amount being redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively referred to as the "REDEMPTION AMOUNT").  In the event the Closing Bid Price of the Obligor's Common Stock is above the Fixed Price at the time of a Redemption Notice the Obligor can redeem fifty percent (50%) of the principal amounts outstanding under this Debenture at the Redemption Amount and the remaining fifty percent (50%) at the greater of (i) the Redemption Amount and (ii) the market value of this Debenture's underlying common stock on an as converted basis utilizing the Closing Bid Price of the Company's Common Stock on the day of the Redemption Notice. The Obligor shall deliver to the Holder the Redemption Amount on the third (3rd) business day after the Redemption Notice. Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture the Holder shall be permitted to convert all or any portion of this Debenture during such three (3) business day period. In the event the Obligor exercises a redemption of either all or a portion of the outstanding principal amounts plus accrued interest due and outstanding under this debenture as outlined herein, the Holder shall receive a warrant to purchase twenty five thousand (25,000) shares of the Company's Common Stock for every One Hundred Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be exercisable on a "cash basis" and have an exercise price of one hundred five percent (105%) of the Closing Bid Price of the Obligor's Common Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The Warrant shall have "piggy-back" registration rights and shall survive for three (3) years from the Closing Date. 7. Notices hereunder shall be given in writing by certified or registered mail, return receipt requested, addressed to such addresses as the parties may designate. 8. This assignment is binding upon the successors and assigns of the parties hereto. 9. This assignment shall be effective upon Assignor's receipt of the Purchase Price and Warrant. This assignment and acceptance of same may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution by telex or by telecopy or telefax of a facsimile signature page shall be binding upon that party so confirming. 10. This Agreement may be executed in identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event any signature page is delivered by facsimile transmission, the party using such means of delivery shall cause an additional original executed  signature pages to be physically delivered to the other party within five (5) days of the execution and delivery hereof, though failure to deliver such copies shall not affect the validity of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement on the day and year first above written. THE ASSIGNOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors LLC Its: General Partner By: /s/ Mark A. Angelo ----------------------------- Name: Mark A. Angelo Its: President & Portfolio Manager  ACCEPTANCE OF ASSIGNMENT The undersigned, being the Assignees set forth above, do hereby acknowledge and accept the foregoing Assignment on this 29th day of June, 2006. ASSIGNEES: THE LONGVIEW FUND, LP By: Viking Asset Management LLC Its: Investment Manager By: /s/ S. Michael Rudolph ----------------------------- Name: S. Michael Rudolph Its: Chief Financial Officer ALPHA CAPITAL AKTIENGESELLSCHAFT By: ----------------------------- Name: Its: ELLIS INTERNATIONAL LTD. By: ----------------------------- Name: Its: MOMONA CAPITAL CORP. By: ----------------------------- Name: Its: CONSENT TO ASSIGNMENT The undersigned, being the Company set forth above, does hereby consent to the foregoing Assignment and by its signature below acknowledges it obligation thereunder, including the obligation to issue the Warrant, on this 29th day of June, 2006. CEPTOR CORPORATION By: /s/ Donald W. Fallon ----------------------------- Name: Donald W. Fallon Its: Senior Vice President, Finance and Administration, Chief Financial Officer  EXHIBIT "A" SCHEDULE OF BUYERS Address/Facsimile Amount of Purchase Name Number of Buyer Subscription Price ---- --------------- ------------- ---------------------------- The Longview Fund, LP 600 Montgomery Street, 44th Floor $ 700,000 $794,290.41 (Includes Interest of $38,290.41 and a Redemption Premium of $56,,000) $ 400,000 $447,956.16 (Includes Interest of $15,956.16 and a Redemption Premium of $32,000) San Francisco, CA 94111 Fax: (415) 981-5301 Alpha Capital Aktiengesellschaft Pradafant 7 $ 300,000 $335,967.12 (Includes Interest of $ 11,967.12 and a Redemption Premium of $24,000) 9490 Furstentums Vaduz, Lichtenstein Fax: 011-42-32323196 Ellis International Ltd. c/o SDC Capital $ 200,000 $223,978.08 (Includes Interest of $7,978.08 and a Redemption Premium of $16,000) 20 East Sunrise Highway Suite 302 Valley Stream, NY 11581 Fax: (516) 887-8990 Momona Capital Corp. 3 Martha Road $ 100,000 $111,989.04 (Includes Interest of $3,989.04 and a Redemption Premium of $8,000) Monsey, New York Fax: (212) 586-8244 * INTEREST IS CALCULATED THROUGH JUNE 28, 2006