Ex-10.18 11/15/02 Stock Purchase Agreement



 






EXHIBIT 10.18




STOCK PURCHASE AGREEMENT




AGREEMENT dated as of November 15, 2002 by and among SinoFresh Healthcare,
Inc., a corporation organized under the laws of the State of Delaware (“SFH”);
SinoFresh HealthCare Europe, Ltd., a British Virgin Islands International
Business Company (“SFE”); SinoFresh HealthCare Asia, Ltd., a British Virgin
Islands International Business Company (“SFA”); Invest Linc Equity Fund II,
L.P., a Nevada limited partnership, (“Equity Fund”); Invest Linc Emerging
Growth Equity Fund I, L.L.C., a Nevada limited liability company (“Growth
Fund”); and The Invest Linc Group, LLC (“Group” and together with Equity Fund
and Growth Fund collectively referred to as “Purchasers” and individually a
“Purchaser”).



     WHEREAS, SFH, SFE and SFA are in the process of raising funds to continue
the development of their respective business plans and for working capital by
selling and issuing additional capital stock;



     WHEREAS, SFH will acquire all or substantially all of the assets of
SinoFresh Laboratories, Inc. (herein, the “Acquisition”) subject to an Asset
Purchase Agreement;



     WHEREAS, Purchasers are agreeable to waiving any default of SinoFresh
Laboratories, Inc. (“SFL”) and SFH prior to or caused by the Acquisition in
exchange for equity interests in SFH, SFE and SFA on the terms and conditions
herein;



     WHEREAS, SFH is agreeable to the issuance and sale to the Purchasers of
shares of SFH’s authorized but unissued common stock, par value $0.0001 per
share (the “SFH Common Stock”) on the terms and conditions herein;



     WHEREAS, SFE is agreeable to the issuance and sale to the Purchasers of
shares of SFH’s authorized but unissued common stock, par value $0.01 per share
(the “SFE Common Stock”) on the terms and conditions herein; and



     WHEREAS, SFA is agreeable to the issuance and sale to the Purchasers of
shares of SFH’s authorized but unissued common stock, par value $0.01 per share
(the “SFA Common Stock”) on the terms and conditions herein.



     NOW, THEREFORE, in consideration of the premises and the mutual and
independent covenants hereinafter set forth, the parties hereto agree as
follows:



ARTICLE I

AMOUNT AND TERMS OF PURCHASE





	1.1	 	Purchase and Sale
	 
	 	 	Subject to the terms and conditions hereof, the Purchasers hereby agree
to (i) purchase and acquire from SFH and SFH hereby agrees to issue and
sell to the Purchasers that number of shares of SFH Common Stock as
listed beside each Purchaser on Schedule 1.1 hereto (ii) purchase and
acquire from SFE and SFE hereby agrees to issue and sell to the




 









 







	 	 	Purchasers that number of shares of SFE Common Stock as listed beside
each Purchaser on Schedule 1.1 hereto and (iii) purchase and acquire from
SFA and SFA hereby agrees to issue and sell to the Purchasers that number
of shares of SFA Common Stock as listed beside each Purchaser on Schedule
1.1 hereto.






	1.2	 	Closing Date
	 
	 	 	The issuance of the SFH Common Stock, SFE Common Stock and SFA Common
Stock shall take place at the offices of Sokolow, Dunaud, Mercadier &
Carreras LLP, 770 Lexington Avenue, 6th Floor, New York, New York 10021
or another location at SFH’s request (the “Closing”).






	1.3	 	Conditions Precedent to Closing by the Purchasers
	 
	 	 	The obligations hereunder of the Purchasers to acquire the shares of the
SFH Common Stock, SFE Common Stock and SFA Common Stock are subject to
the satisfaction of each of the following conditions at or prior to
Closing unless waived by the Purchasers in writing:






	1.3.1	 	 	The representations and warranties of SFH. SFE and SFA
contained in this Agreement shall be deemed to have been made at and
as of the Closing and shall then be true in all material respects.
	 
	1.3.2	 	 	SFH, SFE and SPA shall have performed and complied in all
material respects with the agreements and conditions required by
this Agreement to be performed or complied with prior to or at the
Closing, including without limitation the delivery of documents
referred to elsewhere in this Agreement as being required to be
delivered prior to or at the Closing.
	 
	1.3.3	 	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into that certain Assumption
Agreement with respect to the Security Agreements, dated February 1,
2001, in connection with the Acquisition.
	 
	1.3.4	 	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into Allonges with respect to
the 10% Secured Convertible Notes, dated February 1, 2001, in
connection with the Acquisition.
	 
	1.3.5	 	 	The Purchasers shall have received the following documents
in form and content satisfactory to Purchasers’ counsel:






	(a)	 	Stock certificates duly executed by SFH
evidencing ownership by each of the Purchasers of that number
of shares of SFH Common Stock set out opposite the name of
each of the Purchasers on Schedule 1.1 hereto;
	 
	(b)	 	Stock certificates duly executed by SFE
evidencing ownership by each of the Purchasers of that number
of shares of SFE Common Stock set out opposite the name of
each of the Purchasers on Schedule 1.1 hereto;




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	(c)	 	Stock certificates duly executed by SFA
evidencing ownership by each of the Purchasers of that number
of shares of SFA Common Stock set out opposite the name of
each of the Purchasers on Schedule 1.1 hereto;
	 
	(d)	 	The most current Certificate of Incorporation of
SFH and all amendments thereto;
	 
	(e)	 	The most current Memorandum of Association of SFE
and all amendments thereto; and
	 
	(f)	 	The most current Memorandum of Association of SFA
and all amendments thereto.






	1.3.6	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into a stockholders agreement
(the “2002 SFH Stockholders Agreement”) and a registration rights
agreement.
	 
	1.3.7	 	SFE and the Purchasers shall have simultaneously with the
execution of this Agreement entered into a stockholders agreement
(the “2002 SFE Stockholders Agreement”).
	 
	1.3.8	 	SFA and the Purchasers shall have simultaneously with the
execution of this Agreement entered into a stockholders agreement
(the “2002 SFA Stockholders Agreement”).
	 
	1.3.9	 	There shall not be pending or threatened any suit, action or
other proceeding in which it is sought to restrain or prohibit the
consummation by the Purchasers, SFH, SFE or SFA of, or to recover
substantial damages from the Purchasers based on, the transactions
contemplated by this Agreement.






	1.4	 	Conditions Precedent to Closing by SFH
	 
	 	 	The obligations hereunder of SFH to issue and sell the shares of SFH
Common Stock to the Purchasers are subject to the satisfaction of each of
the following conditions at or prior to Closing unless waived by SFH in
writing:






	1.4.1	 	The representations and warranties of the Purchasers
contained in this Agreement shall be deemed to have been made at and
as of the Closing and shall then be true in all material respects.
	 
	1.4.2	 	The Purchasers shall have performed and complied in all
material respects with the agreements and conditions required by
this Agreement to be performed or complied with prior to or at the
Closing, including without limitation the delivery of documents
referred to elsewhere in this Agreement as being required to be
delivered prior to or at the Closing.
	 
	1.4.3	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into that certain Assumption
Agreement with respect to the Security Agreements, dated February 1,
2001, in connection with the Acquisition.




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	1.4.4	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into Allonges with respect to
the 10% Secured Convertible Notes, dated February 1, 2001, in
connection with the Acquisition.
	 
	1.4.5	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into a stockholders agreement
(the “2002 SFH Stockholders Agreement”).
	 
	1.4.6	 	There shall not be pending or threatened any suit, action or
other proceeding in which it is sought to restrain or prohibit the
consummation by SFH, SFE, SFA or the Purchasers of, or to recover
substantial damages from SFH based on, the transactions contemplated
by this Agreement.






	1.5	 	Conditions Precedent to Closing by SFE
	 
	 	 	The obligations hereunder of SFE to issue and sell the shares of SFE
Common Stock to the Purchasers are subject to the satisfaction of each of
the following conditions at or prior to Closing unless waived by SFE in
writing:






	1.5.1	 	The representations and warranties of the Purchasers
contained in this Agreement shall be deemed to have been made at and
as of the Closing and shall then be true in all material respects.
	 
	1.5.2	 	The Purchasers shall have performed and complied in all
material respects with the agreements and conditions required by
this Agreement to be performed or complied with prior to or at the
Closing, including without limitation the delivery of documents
referred to elsewhere in this Agreement as being required to be
delivered prior to or at the Closing.
	 
	1.5.3	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into that certain Assumption
Agreement with respect to the Security Agreements, dated February 1,
2001, in connection with the Acquisition.
	 
	1.5.4	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into Allonges with respect to
the 10% Secured Convertible Notes, dated February 1, 2001, in
connection with the Acquisition.
	 
	1.5.5	 	SFE and the Purchasers shall have simultaneously with the
execution of this Agreement entered into a stockholders agreement
(the “2002 SFE Stockholders Agreement”).
	 
	1.5.6	 	There shall not be pending or threatened any suit, action or
other proceeding in which it is sought to restrain or prohibit the
consummation by SFH, SFE, SFA or the Purchasers of, or to recover
substantial damages from SFE based on, the transactions contemplated
by this Agreement.




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	1.6	 	Conditions Precedent to Closing by SFA
	 
	 	 	The obligations hereunder of SFA to issue and sell the shares of SFA
Common Stock to the Purchasers are subject to the satisfaction of each of
the following conditions at or prior to Closing unless waived by SFA in
writing:






	1.6.1	 	The representations and warranties of the Purchasers
contained in this Agreement shall be deemed to have been made at and
as of the Closing and shall then be true in all material respects.
	 
	1.6.2	 	The Purchasers shall have performed and complied in all
material respects with the agreements and conditions required by
this Agreement to be performed or complied with prior to or at the
Closing, including without limitation the delivery of documents
referred to elsewhere in this Agreement as being required to be
delivered prior to or at the Closing.
	 
	1.6.3	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into that certain Assumption
Agreement with respect to the Security Agreements, dated February 1,
2001, in connection with the Acquisition.
	 
	1.6.4	 	SFH and the Purchasers shall have simultaneously with the
execution of this Agreement entered into Allonges with respect to
the 10% Secured Convertible Notes, dated February 1, 2001, in
connection with the Acquisition.
	 
	1.6.5	 	SFA and the Purchasers shall have simultaneously with the
execution of this Agreement entered into a stockholders agreement
(the “2002 SFA Stockholders Agreement”).
	 
	1.6.6	 	There shall not be pending or threatened any suit, action or
other proceeding in which it is sought to restrain or prohibit the
consummation by SFH, SFE, SFA or the Purchasers of, or to recover
substantial damages from SFA based on, the transactions contemplated
by this Agreement.





ARTICLE II

REPRESENTATIONS AND WARRANTIES





	2.1	 	Representations and Warranties of SFH
	 
	 	 	SFH hereby represents and warrants that the following are true and
correct as of the date hereof:






	2.1.1	 	Organization, Qualification and Corporate Power SFH is a
corporation duly organized and existing in good standing under the
laws of the State of Delaware without limit as to the duration of
its existence and has corporate power and authority, rights and
franchises to own its property and to carry on its business as now
conducted. SFH has the corporate power and authority to make and
carry out this Agreement and to issue the shares of SFH Common Stock
as herein provided. SFH has the corporate power, permits and other
authorizations necessary to own and operate its properties and,
except where the failure to do so




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	 	 	would not materially adversely affect SFH’s business, to carry on
the business currently conducted by it, including all licenses,
permits and authorizations of any and all applicable federal, state
and local governmental agencies, has applied for qualification as a
foreign corporation authorized to do business in the State of
Florida and is duly qualified as a foreign corporation authorized
to do business and in good standing in each other jurisdiction in
which such qualification and good standing may be required by
applicable law.






	2.1.2	 	SFH Common Stock The shares of SFH Common Stock are not
subject to preemptive rights and, when issued and sold at the
Closing in accordance with this Agreement, will be duly and validly
authorized, issued, outstanding, fully paid and non-assessable. The shares of SFH Common Stock at Closing will be free of any and all
encumbrances, claims or security interests whatsoever except as set
forth on the 2002 Stockholders Agreement of SFH, dated as of
November 15, 2002. The shares of SFH Common Stock, when issued,
shall constitute six percent (6%) of the issued and outstanding shares of SFH capital stock in accordance with the post-closing pro
forma Capitalization Table of SFH attached hereto as Exhibit A and
shall exceed 6% of the issued and outstanding shares of capital
stock if less than 4,000,000 shares of Series C Preferred are
ultimately sold to investors. SFH’s issued and outstanding stock as
well as all derivative securities convertible into stock of SFH are
listed in the SFH Current Capitalization Table attached hereto as
Exhibit B.
	 
	2.1.3	 	Authorization of Agreement and SFH Common Stock;
Validity The execution, delivery and performance of this Agreement, and the
issuance and sale of the shares of SFH Common Stock, have been duly
authorized by SFH and do not require the consent or approval of any
governmental body or other regulatory authority of the United States
or of any other party (except the issuance of SFH Common Stock may
require notice filings under one or more state securities laws), and
are not in contravention of or in conflict with any law or
regulation of the United States, or of any state thereof, or any
political subdivision of the foregoing, or any term or provision of
the Certificate of Incorporation or Bylaws of SFH. This Agreement is
the valid, binding and legally enforceable obligation of SFH in
accordance with its terms.
	 
	2.1.4	 	Conflict The execution, delivery and performance of this
Agreement, and the issuance and sale of the shares of SFH Common
Stock, are not, in any material respect, in contravention of or in
conflict with any material agreement, indenture or undertaking to
which SFH is a party or by which it or any of its property may be
bound or affected, and do not cause any security interest, lien or
other encumbrance to be created or imposed upon any such property by
reason thereof.
	 
	2.1.5	 	Litigation Except as set forth on Schedule 2.1.5, there is
no litigation or other proceeding pending or, to the Best Knowledge
of SFH (for purposes of this Agreement, the term “Best Knowledge of
SFH” shall mean those matters actually known by a director or
officer of SFH, as well as those matters which a reasonable person
in the position of a director or officer of SFH should have




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	 	 	known), threatened against or affecting SFH or its properties
which, if determined adversely to SFH, would have a material
adverse effect on the financial condition, properties or operations
of SFH and SFH is not in default with respect to any order, writ,
injunction, decree or demand of any court or other governmental or
regulatory authority which materially affects, in any adverse
respect, the operations or properties of SFH.






	2.2	 	Representations and Warranties of SFA






	2.2.1	 	Organization, Qualification and Corporate Power SFA is an
international business company duly organized and existing in good
standing under the laws of the British Virgin Islands without limit
as to the duration of its existence and has corporate power and
authority, rights and franchises to own its property and to carry on
its business as now conducted. SFA has the corporate power and
authority to make and carry out this Agreement and to issue the shares of SFA Common Stock as herein provided. SPA has the corporate
power, permits and other authorizations necessary to own and operate
its properties and, except where the failure to do so would not
materially adversely affect SFA’s business, to carry on the business
currently conducted by it, including all licenses, permits and
authorizations of any and all applicable federal, state and local
governmental agencies and is duly qualified as a foreign corporation
authorized to do business and in good standing in each other
jurisdiction in which such qualification and good standing may be
required by applicable law.
	 
	2.2.2	 	SFA Common Stock The shares of SFA Common Stock are not
subject to preemptive rights and, when issued and sold at the
Closing in accordance with this Agreement, will be duly and validly
authorized, issued, outstanding, fully paid and non-assessable. The shares of SFA Common Stock at Closing will be free of any and all
encumbrances, claims or security interests whatsoever except as set
forth on the 2002 Stockholders Agreement of SFA, dated as of
November 15, 2002. The shares of SFA Common Stock, when issued,
shall constitute six percent (6%) of the issued and outstanding shares of SFA capital stock.
	 
	2.2.3	 	Authorization of Agreement and SFA Common Stock; Validity
The execution, delivery and performance of this Agreement, and the
issuance and sale of the shares of SFA Common Stock, have been duly
authorized by SFA and do not require the consent or approval of any
governmental body or other regulatory authority of the United States
or of any other party (except the issuance of SFA Common Stock may
require notice filings under one or more state securities laws), and
are not in contravention of or in conflict with any law or
regulation of the United States, or of any state thereof, or any
political subdivision of the foregoing, or any term or provision of
the Memorandum or Articles of Association of SFA. This Agreement is
the valid, binding and legally enforceable obligation of SFA in
accordance with its terms.
	 
	2.2.4	 	Conflict The execution, delivery and performance of this
Agreement, and the issuance and sale of the shares of SFA Common
Stock, are not, in any material






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	 	 	 	respect, in contravention of or in conflict with any material
agreement, indenture or undertaking to which SFA is a party or by
which it or any of its property may be bound or affected, and do
not cause any security interest, lien or other encumbrance to be
created or imposed upon any such property by reason thereof.
	 
	 	2.2.5	 	Litigation There is no litigation or other proceeding
pending or, to the Best Knowledge of SFA (for purposes of this
Agreement, the term “Best Knowledge of SFA” shall mean those
matters actually known by a director or officer of SFA, as well as
those matters which a reasonable person in the position of a
director or officer of SFA should have known), threatened against or
affecting SFA or its properties which, if determined adversely to
SFA, would have a material adverse effect on the financial
condition, properties or operations of SFA and SFA is not in default
with respect to any order, writ, injunction, decree or demand of any
court or other governmental or regulatory authority which materially
affects, in any adverse respect, the operations or properties of
SFA.






	 	2.3	 	Representations and Warranties of SFE






	 	2.3.1	 	Organization, Qualification and Corporate Power SFE is an
international business company duly organized and existing in good
standing under the laws of the British Virgin Islands without limit
as to the duration of its existence and has corporate power and
authority, rights and franchises to own its property and to carry on
its business as now conducted. SFE has the corporate power and
authority to make and carry out this Agreement and to issue the
shares of SFE Common Stock as herein provided. SFE has the corporate
power, permits and other authorizations necessary to own and operate
its properties and, except where the failure to do so would not
materially adversely affect SFE’s business, to carry on the business
currently conducted by it, including all licenses, permits and
authorizations of any and all applicable federal, state and local
governmental agencies and is duly qualified as a foreign corporation
authorized to do business and in good standing in each other
jurisdiction in which such qualification and good standing may be
required by applicable law.
	 
	 	2.3.2	 	SFE Common Stock The shares of SFE Common Stock are not
subject to preemptive rights and, when issued and sold at the
Closing in accordance with this Agreement, will be duly and validly
authorized, issued, outstanding, fully paid and non-assessable. The
shares of SFE Common Stock at Closing will be free of any and all
encumbrances, claims or security interests whatsoever except as set
forth on the 2002 Stockholders Agreement of SFE, dated as of
November 15, 2002. The shares of SFE Common Stock, when issued, shall
constitute six percent (6%) of the issued and outstanding shares of
SFE capital stock.
	 
	 	2.3.3	 	Authorization of Agreement and SFE Common Stock; Validity
The execution, delivery and performance of this Agreement, and the
issuance and sale of the shares of SFE Common Stock, have been duly
authorized by SFE and do not require the consent or approval of any
governmental body or other regulatory




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	 	 	 	authority of the United States or of any other party (except the
issuance of SFE Common Stock may require notice filings under one
or more state securities laws), and are not in contravention of or
in conflict with any law or regulation of the United States, or of
any state thereof, or any political subdivision of the foregoing,
or any term or provision of the Memorandum or Articles of
Association of SFE. This Agreement is the valid, binding and
legally enforceable obligation of SFE in accordance with its terms.
	 
	 	2.3.4	 	Conflict The execution, delivery and performance of this
Agreement, and the issuance and sale of the shares of SFE Common
Stock, are not, in any material respect, in contravention of or in
conflict with any material agreement, indenture or undertaking to
which SFE is a party or by which it or any of its property may be
bound or affected, and do not cause any security interest, lien or
other encumbrance to be created or imposed upon any such property by
reason thereof.
	 
	 	2.3.5	 	Litigation There is no litigation or other proceeding
pending or, to the Best Knowledge of SFE (for purposes of this
Agreement, the term “Best Knowledge of SFE” shall mean those matters
actually known by a director or officer of SFE, as well as those
matters which a reasonable person in the position of a director or
officer of SFE should have known), threatened against or affecting
SFE or its properties which, if determined adversely to SFE, would
have a material adverse effect on the financial condition,
properties or operations of SFE and SFE is not in default with
respect to any order, writ, injunction, decree or demand of any
court or other governmental or regulatory authority which materially
affects, in any adverse respect, the operations or properties of
SFE.






	 	2.4	 	Representations and Warranties of the Purchasers




Each of the Purchasers individually hereby represents and warrants, that
the following are true and correct on the date hereof:






	 	2.4.1	 	Each Purchaser’s execution, delivery and performance of this
Agreement has been duly authorized by each Purchaser respectively
and each Purchaser has all requisite power and authority to enter
into this Agreement, and such execution, delivery and performance is
not in contravention of or in conflict with any law or regulation of
the United States, or any political subdivision thereof, or any
agreement or document binding upon the Purchaser. This Agreement,
when delivered, will be the valid, binding and legally enforceable
obligation of the Purchaser in accordance with its terms.
	 
	 	2.4.2	 	Each Purchaser is an “Accredited Investor” as defined in
Rule 501(a) of the Securities Act of 1933, as amended (the
“Securities Act”).
	 
	 	2.4.3	 	Each Purchaser has not been formed for the specific purpose
of acquiring its portion of the SFH Common Stock, SFA Common Stock
and SFE Common Stock and each is acquiring the SFH Common Stock, SFA
Common Stock and SFE Common Stock for such Purchaser’s own account,
not as a nominee or agent and without a view to or for sale in
connection with any distribution thereof.





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	 	2.4.4	 	Each Purchaser understands that (i) the shares of SFH Common
Stock, SFA Common Stock and SFE Common Stock have not been
registered under the Securities Act by reason of their issuance in a
transaction exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof or any applicable
state securities laws, (ii) the shares of SFH Common Stock, SFA
Common Stock and SFE Common Stock must be held indefinitely unless a
subsequent disposition thereof is registered under the Securities
Act or is exempt from such registration and such state laws, (iii)
the shares of SFH Common Stock, SFA Common Stock and SFE Common
Stock will bear a legend to such effect and (iv) SFH, SFA and SFE
will make a notation on its transfer books to such effect.
	 
	 	2.4.5	 	Each Purchaser understands that the exemption from
registration afforded by Rule
144 under the Securities Act depends on the satisfaction of various
conditions and that, if applicable, Rule 144 affords the basis of
sales of shares of SFH Common Stock, SFA Common Stock and SFE
Common Stock in limited amounts under certain conditions and in
unlimited amounts under certain conditions.
	 
	 	2.4.6	 	Each Purchaser understands that no public market now exists
for any of the securities issued by SFH, SFA or SFE and that there
is no assurance that a public market will ever exist for the
securities of SFH, SFA or SFE.
	 
	 	2.4.7	 	Each Purchaser has had a full opportunity to request from
SFE, SFA and SFE and to review and has reviewed all information
which it deems relevant in making a decision to purchase the shares
of SFH Common Stock, SFA Common Stock and SFE Common Stock and each
Purchaser will comply with the restrictions on transferability of
(i) the SFH Common Stock contained in the 2002 SFH Stockholders
Agreement, (ii) the SFA Common Stock contained in the 2002 SFA
Stockholders Agreement and (iii) the SFE Common Stock contained in
the 2002 SFE Stockholders Agreement.





ARTICLE III

COVENANTS





	 	3.1	 	Legend
	 
	 	 	 	To assist in effectuating the provisions of Section 2.4.4, the Purchasers
hereby consent to the placement of the following legends:






	 	3.1.1	 	on all certificates certifying ownership of any shares of SFH
Common Stock:
	 
	 	 	 	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
SOLD OR TRANSFERRED IN THE UNITED STATES OR ANY OF ITS
TERRITORIES OR POSSESSIONS OR AREAS SUBJECT TO ITS
JURISDICTION OR TO ANY PERSON WHO IS A NATIONAL, CITIZEN OR
RESIDENT THEREOF OR PERSON NORMALLY RESIDENT THEREIN OR TO
ANY PERSON




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	 	 	 	PURCHASING FOR RESALE TO ANY SUCH PERSON IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
IN ADDITION THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT AMONG
SINOFRESH HEALTHCARE, INC. AND CERTAIN STOCKHOLDERS OF
SINOFRESH HEALTHCARE, INC. AND MAY NOT BE SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN
ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON PILE AT
THE OFFICE OF THE SECRETARY OF SINOFRESH HEALTHCARE, INC.
	 
	 	3.1.2	 	on all certificates certifying ownership of any shares of SFA
Common Stock:
	 
	 	 	 	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
SOLD OR TRANSFERRED IN THE UNITED STATES OR ANY OF ITS
TERRITORIES OR POSSESSIONS OR AREAS SUBJECT TO ITS
JURISDICTION OR TO ANY PERSON WHO IS A NATIONAL, CITIZEN OR
RESIDENT THEREOF OR PERSON NORMALLY RESIDENT THEREIN OR TO ANY
PERSON PURCHASING FOR RESALE TO ANY SUCH PERSON IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
IN ADDITION THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT AMONG
SINOFRESH HEALTHCARE ASIA, LTD. AND CERTAIN STOCKHOLDERS OF
SINOFRESH HEALTHCARE ASIA, LTD. AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON
FILE AT THE OFFICE OF THE SECRETARY OF SINOFRESH HEALTHCARE
ASIA, LTD.
	 
	 	3.1.3	 	on all certificates certifying ownership of any shares
of SFE Common Stock:
	 
	 	 	 	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD
OR TRANSFERRED IN THE UNITED STATES OR ANY OF ITS TERRITORIES
OR POSSESSIONS OR AREAS SUBJECT TO ITS JURISDICTION OR TO ANY
PERSON WHO IS A NATIONAL, CITIZEN OR RESIDENT THEREOF OR PERSON
NORMALLY RESIDENT THEREIN OR TO ANY PERSON PURCHASING FOR
RESALE TO ANY SUCH PERSON IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM UNDER SAID ACT. IN ADDITION THE
SHARES




11









 






	 	 	 	REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS
OF A STOCKHOLDERS AGREEMENT AMONG SINOFRESH HEALTHCARE EUROPE,
LTD. AND CERTAIN STOCKHOLDERS OF SINOFRESH HEALTHCARE EUROPE,
LTD. AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE SECRETARY OF
SINOFRESH HEALTHCARE EUROPE, LTD.






	 	3.2	 	Indemnification






	 	3.2.1	 	Subject to the provisions of Section 4.1 and of this Section
3.2, SFH, SFE and SFA shall severally but not jointly indemnify and
hold harmless the Purchasers against all losses, liabilities, costs,
reasonable legal fees and other expenses of the Purchasers and its
partners, members, officers, directors and controlling persons
resulting from any material breach of any warranty, representation,
covenant, agreement or obligation of such of SFH, SFE or SFA
contained herein (“Purchaser Damages”).
	 
	 	3.2.2	 	Subject to the provisions of Section 4.1 and of this Section
3.2, each of the Purchasers shall severally but not jointly
indemnify and hold harmless SFH, SFE and SFA against all losses,
liabilities, costs, reasonable legal fees and the expenses of SFH,
SFE and SFA and their respective officers, directors and controlling
persons resulting from any material breach of any warranty,
representation, covenant, agreement or obligation of such one of the
Purchasers contained herein (“SF Damages”).
	 
	 	3.2.3	 	Promptly after receipt by an indemnified party under this
Section 3.2 of a third party claim or notice of the commencement of
any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 3.2, deliver to the
indemnifying party a written notice thereof and the indemnifying
party shall have the right to participate in and, to the extent the
indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume the defense thereof with counsel
mutually satisfactory to the indemnifying parties; provided,
however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with
the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if
materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified
party under this Section 3.2, but the omission so to deliver written
notice to the




12









 






	 	 	 	indemnifying party will not relieve it of any liability that it may
have to any indemnified party otherwise than under this Section
3.2.
	 
	 	3.2.4	 	The indemnifying party shall advance the expenses of the
indemnified party as they are incurred, provided that the
indemnified party shall give the indemnifying party an undertaking
to reimburse the indemnifying party for any amounts so advanced
should it be determined that indemnification is not available under
this Section 3.2.
	 
	 	3.2.5	 	If the indemnification provided for in this Section 3.2 is
held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage
or expense referred to herein, then the indemnifying party, in lieu
of indemnifying such indemnified party hereunder, shall contribute
to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage or expense in such proportion
as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in
connection with the breach of any warranty, representation,
covenant, agreement or obligation that resulted in such loss,
liability, claim, damage or expense as well as any other relevant
equitable considerations.
	 
	 	3.2.6	 	A claim for indemnity or contribution shall be effective
only after the aggregate amount of Purchaser Damages or SF Damages,
as the case may be, exceeds $50,000.





ARTICLE IV

MISCELLANEOUS





	 	4.1	 	Survival and Expiration of Representations and Warranties
	 
	 	 	 	The representations and warranties made herein shall survive the
execution and delivery of this Agreement and the Closing for a period of
eighteen months from the date of Closing unless notice of a claim
thereunder shall have been given by one party to the other within such
eighteen-month period.
	 
	 	4.2	 	No Waiver of Rights
	 
	 	 	 	No failure or delay on the part of any party in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other
right, power or privilege. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.
	 
	 	4.3	 	Notice
	 
	 	 	 	Any notice herein required or permitted to be given shall be in writing
and may be sent by hand delivery, facsimile, email or registered or
certified mail, return receipt requested, and shall be deemed to have
been given: if by hand delivery, on the date of delivery; if by facsimile
or email, on the business day after transmission thereof to the proper
facsimile number or email address; or if mailed, on the date indicated as
the date of delivery on the




13









 






	 	 	 	return receipt or the date of attempted delivery if refused. For purposes
hereof, the addresses of the parties hereto (until notice of a change
thereof is given as provided in this Section 4.3) shall be as follows:





	 	 	 	 	 
	

	 	To SFH, SFA or SFE:
	 	With a copy to:
	 
	 	 	 	 
	

	 	SinoFresh HealthCare, Inc
	 	Sokolow, Dunaud, Mercadier & Carreras LLP
	

	 	313 S. Seaboard Ave.
	 	770 Lexington Avenue, 6th Floor
	

	 	Venice, FL 34292
	 	New York, NY 10021-8165
	

	 	Attention: Andrew Badolato
	 	Attention: Thomas Amon
	 
	 	 	 	 
	

	 	Facsimile: 941-488-5048
	 	Facsimile: 212-486-7240
	

	 	Email:
	 	Email: tamon@sdmc-law.com
	 
	 	 	 	 
	

	 	To Purchasers:
	 	With a copy to:
	 
	 	 	 	 
	

	 	Invest Linc Financial Services
	 	Gammage & Burnham, P.L.C.
	

	 	1901 N. Roselle Road, Suite 100
	 	Two North Central Avenue, 18th Floor
	

	 	Schaumburg, IL 60195
	 	Phoenix, AZ 85004-4402
	

	 	Attention: Craig Terrill
	 	Attention: Stephen Boatwright
	 
	 	 	 	 
	

	 	Facsimile: 847 843-2828
	 	Facsimile: 602 256-4475
	

	 	Email:
	 	Email: sboatwright@gblaw.com








	 	4.4	 	Governing Law
	 
	 	 	 	This Agreement shall be construed and enforced in accordance with the
laws of United States and the State of New York (as applicable), without
regard to the rules governing conflict of laws.
	 
	 	4.5	 	Counterpart Originals
	 
	 	 	 	This Agreement may be executed simultaneously in two or more counterparts
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
	 
	 	4.6	 	Consent to Jurisdiction
	 
	 	 	 	The Purchasers SFH, SFA and SFE agree to submit any claim, suit or
proceeding hereunder to the jurisdiction of the courts of the State of
Florida located in Sarasota County, and further consent to waive their
right to trial by jury in any such action.
	 
	 	4.7	 	Assignment; Successors
	 
	 	 	 	No party may assign this Agreement without the written consent of the other parties.
	 
	 	4.8	 	Pronouns
	 
	 	 	 	Whenever pronouns are used herein, they shall be interpreted in the
neuter, masculine, feminine, singular or plural as the context may
require.
	 
	 	4.9	 	Further Assurances




14









 






	 	 	 	The parties hereto agree that, from time to time hereafter, and upon
request, each of them will execute, acknowledge and deliver such other
documents and instruments as may be reasonably required more effectively
to carry out the terms and conditions of this Agreement.
	 
	 	4.10	 	Entire Agreement
	 
	 	 	 	This Agreement, together with the other agreements referred to herein,
constitutes the entire agreement among the parties pertaining to the
subject matter hereof and supercedes all prior and contemporaneous
agreements, representations and understandings of the parties.





Dated as of the date first written above in New York, New York.



	 	 	 	 	 	 	 
	SinoFresh HealthCare, Inc.,	 	SinoFresh HealthCare Europe, Ltd.
	a Delaware corporation	 	a British Virgin Islands company
	 
	 	 	 	 	 	 
	By:

	 	/s/ Andrew Badolato
	 	By:
	 	/s/ Andrew Badolato
	

	 	
 
	 	 	 	
 
	

	 	Name: Andrew Badolato
	 	 	 	Name: Andrew Badolato
	

	 	Title: President
	 	 	 	Title: President








15










 





	 	 	 	 	 	 	 
	SinoFresh HealthCare Asia, Ltd.,

a British Virgin Islands company	 	The Invest Line Group, LLC
	 
	 	 	 	 	 	 
	By:

	 	    /s/ Andrew Badolato
	 	By:
	 	    /s/ Craig Terrill
	

	 	
 
	 	 	 	
 
	

	 	Name: Andrew Badolato

Title: President
	 	 	 	Name: Craig Terrill

Title: CEO
	 
	 	 	 	 	 	 
	Invest Linc Equity Fund II,

a Nevada limited partnership	 	Invest Linc Emerging Growth Equity
 Fund
I, L.L.C.,

a Nevada limited liability company
	 
	 	 	 	 	 	 
	By:

	 	    /s/ Craig Terrill
	 	By:
	 	    /s/ Craig Terrill
	

	 	
 
	 	 	 	
 
	

	 	Name: Graig Terrill

Title: General Partner
	 	 	 	Name: Craig Terrill

Title: Managing Member







16









 






Schedule 1.1

Schedule of Purchasers




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	# of Shares of	 	 
	 	 	# of Shares of	 	SinoFresh 	 	# of Shares of
	 	 	SinoFresh	 	HealthCare	 	SinoFresh HealthCare
	Name
	 	HealthCare, Inc.
	 	Europe, Ltd.
	 	Asia, Ltd.

	Invest Linc Equity Fund II
	 	 	501,826	 	 	 	54,264	 	 	 	54,264	 
	Invest Linc Emerging
Growth
Equity Fund I, L.L.C.,
	 	 	195,154	 	 	 	21,108	 	 	 	21,108	 
	The Invest Linc Group, LLC
	 	 	840,000	 	 	 	90,828	 	 	 	90,828	 
	 
	 	 	
	 	 	 	
	 	 	 	
	 
	Total
	 	 	1,536,980	 	 	 	166,200	 	 	 	166,200	 
	 
	 	 	
	 	 	 	
	 	 	 	
	 







17









 






Schedule 2.1.5




     SinoFresh Laboratories, Inc. (“LABS”) is party to a case pending in
Alabama State Court captioned Charles Cabral v. SinoFresh Laboratories Inc. et
al. in which Plaintiff seeks damages under a purported consulting agreement
with LABS and for unspecified damages in connection with the purchase and sale
of assets of LABS by SFH. SFH is not named in this lawsuit and is indemnified
by LABS against any related claims by Plaintiff.




18









 





Exhibit A




Pro Forma Capitalization Table of SFH

(assuming a $2,000,000 C offering and not including InvestLinc holdings)




	 	 	 	 	 	 	 	 	 
	 	 	# of Shares	 	# of Shares of Common
	Type of Stock
	 	Outstanding
	 	Stock Convertible Intro

	Common
	 	 	20,000,000	 	 	 	20,000,000	 
	Series A Preferred
	 	 	1,616,339	 	 	 	1,616,339	 
	Series C Preferred
	 	 	4,000,000	 	 	 	4,000,000	 
	 
	 	 	
	 	 	 	
	 
	Total
	 	 	25,616,339	 	 	 	25,616,339	 
	 
	 	 	
	 	 	 	
	 







19







 








Exhibit B




SFH Current Capitalization Table




	 	 	 	 	 	 	 	 	 
	 	 	# of Shares	 	# of Shares of Common Stock
	Type of Security
	 	Outstanding
	 	Convertible Into

	Common Stock
	 	 	20,000,000	 	 	 	20,000,000	 
	Series A Preferred Stock
	 	 	1,616,339	 	 	 	1,616,339	 
	Incentive Stock Options
	 	 	 	 	 	 	0	 
	Options, Warrants, Debentures
	 	 	 	 	 	 	0	 
	Invest Linc Notes
	 	 	 	 	 	 	1,167,208	 
	 
	 	 	
	 	 	 	
	 
	Total
	 	 	21,616,339	 	 	 	22,783,547	 
	 
	 	 	
	 	 	 	
	 







20