Ex-10.17 Consulting Agreement



 






EXHIBIT 10.17




Consulting Agreement



AGREEMENT made as of the
15th day of November, 2002, between SinoFresh
Healthcare, Inc., a Delaware corporation having its principal place of business
at 313 S. Seaboard Ave., Venice, Florida 34292 (“SFH”) and The Invest Linc
Group, LLC, (the “Consultant”) for independent consulting services, as follows:





	1.	 	Independent Consulting Services. SFH hereby retains the Consultant and
the Consultant hereby agrees to act as an advisor in connection with the
business of SFH at such times as the Board of Directors of SFH and the
Consultant may reasonably agree, taking into account the Consultant’s
other commitments and obligations. As compensation for its services,
including assisting SFH with respect to the transition of matters
immediately following the acquisition of assets of SinoFresh Laboratories,
Inc., contemporaneously with the execution of this Agreement, SFH shall
grant to the Consultant a warrant to purchase one-hundred thousand
(100,000) shares of SFH common stock on the terms set forth in paragraph 4
hereof (the “Consultant Warrant”). This Agreement shall commence on the
date hereof and shall remain in effect for a period of one year.
	 
	2.	 	Stockholder Agreement. As a condition precedent to the issuance of any
stock pursuant to the Consultant Warrant, the Consultant shall execute the
stockholders agreement of SFH then in effect.
	 
	3.	 	Consultant Representations.






	(a)	 	The Consultant is an “Accredited Investor,” as that term is defined
in Regulation D promulgated under the Securities Act of 1933 (the
“Securities Act”) and is acquiring the Consultant Warrant without a view
to distribution thereof. The Consultant understands that the Consultant
Warrant has not been registered under the Securities Act. In connection
with any future resale of the Consultant Warrant, the Consultant
understands that the Consultant Warrant may not be sold directly or
indirectly 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 any person normally resident therein or to
any person for resale to any such person unless the Consultant Warrant is
registered under the Securities Act or an exemption from such
registration is available.
	 
	(b)	 	The Consultant acknowledges that the certificate representing
any shares issued upon the exercise of the Consultant Warrant will bear a
legend to the effect of the matters mentioned in the preceding paragraph.






	4.	 	Consultant Warrant. The Consultant Warrant shall have an exercise price
of $0.50 per share and be exercisable until February 1, 2005. As a
precedent to SFH’s obligation to issue and sell any shares pursuant to the
Consultant Warrant, Consultant will be required to make the
representations and warranties made in paragraph 3. The Consultant Warrant
shall be evidenced by a certificate, attached as Exhibit A.
	 
	5.	 	Survival. The provisions of paragraph 4 and 6 shall survive the
termination of this Agreement.




 









 






	6.	 	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. SFH
and the Consultant 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.
	 
	7.	 	No Waiver. 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.
	 
	8.	 	Assignment. This Agreement and the rights and duties hereunder shall not
be assignable by the parties hereto except upon written consent of the
other.
	 
	9.	 	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.
	 
	10.	 	Pronouns. Whenever pronouns are used herein, they shall be interpreted in
the neuter, masculine, feminine, singular or plural as the context may
require.
	 
	11.	 	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.




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.




	 	 	 	 	 
	SinoFresh Healthcare, Inc.	 	The Invest Linc Group, LLC
	 
	 	 	 	 
	By:

	 	


	 	/s/ Craig Terrill



	Name:

	 	Andrew Badolato
	 	Name: Craig Terrill
	Title:

	 	President
	 	Title: CEO







- 2 -









 





Exhibit A

Warrant Certificate




 









 







Execution Copy


THIS WARRANT MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH AND SUBJECT TO THE
CONDITIONS SPECIFIED IN THIS WARRANT. IN ADDITION, THE SHARES TO BE ACQUIRED
UPON THE EXERCISE OF THIS WARRANT MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH
AND SUBJECT TO THE TERMS OF ANY STOCKHOLDERS AGREEMENT THEN IN EFFECT WITH
RESPECT TO STOCK OF SINOFRESH HEALTHCARE, INC. A COPY OF THE STOCKHOLDER
AGREEMENT WILL BE FURNISHED BY THE COMPANY TO THE REGISTERED HOLDER HEREOF UPON
WRITTEN REQUEST WITHOUT CHARGE. IN ADDITION, THIS WARRANT, ANY SHARES TO BE
ACQUIRED UPON THE EXERCISE OF THIS WARRANT AND ANY SECURITIES OF THE COMPANY
FOR OR INTO WHICH SUCH SHARES MAY BE EXCHANGED OR CONVERTED HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER
SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT.




	 	 	 
	No. W-l

	 	100,000 Warrants







Warrant Certificate




SinoFresh HealthCare, Inc.




               This Warrant Certificate certifies that The Invest Linc Group, LLC or
registered assigns (the “Holder”) is the registered holder of 100,000 Warrants
(the “Warrants”) to receive shares of Common Stock, $.0001 par value per share
(“Common Stock”), of SinoFresh HealthCare, Inc., a Delaware corporation (the
“Company”). Each Warrant entitles the registered holder thereof to receive from
the Company one fully paid and nonassessable share (a “Share”) of Common Stock
upon surrender of this Warrant Certificate at the office of the Company at 313
S. Seaboard Ave., Venice, Florida 34292 (the “Company Office”), subject to the
conditions set forth herein and in the Consulting Agreement, dated as of
November 15, 2002 (the “Consulting Agreement”), between the Company and the
Holder. Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Consulting Agreement. Each Warrant may be
exercised at any time and from time to time, in whole or in part, by paying the
Exercise Price (as defined in the Consulting Agreement) up to and until 5:00
p.m. New York time on February 1, 2005 (the “Expiration Date”). After the
Expiration Date, any unexercised Warrants will be void and all rights of
Holders with respect thereto shall cease. The Holder may only transfer the
Warrants in accordance with the terms of this Warrant and the Consulting
Agreement.



               The Warrants may not be sold, assigned, transferred, pledged, encumbered,
hypothecated, given or otherwise disposed of or transferred (each, a
“Transfer”) prior to the Exercise Date; provided, however, that,
notwithstanding the foregoing, at any time after the date hereof the Purchaser
may Transfer the Warrants, in whole or in part, to a person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, the Holder (a “Transferee”), provided, that such
Transferee agrees in writing to be bound by the terms and conditions of the
Consulting Agreement as if it were a signatory thereto. Any Transfer of
Warrants in violation of the provisions herein or in the Consulting Agreement
shall be null and void and of no force and effect, and the Warrants subject to
such attempted Transfer shall remain subject to this Warrant and the Consulting
Agreement. Any attempted Transfer of Shares in violation of the provisions of
the Consulting Agreement shall be null and void and of no force or effect, and
the Shares subject to such attempted Transfer shall remain subject to the
Consulting Agreement.



               Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.



               WITNESS the signature of the duly authorized officer of the Company.



Dated as of November 15, 2002




	 	 	 	 	 	 	 
	 	 	 	 	SINOFRESH HEALTHCARE, INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Andrew Badolato, President
	Attest:	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	

	 	
 	 	 	 	 
	

	 	Thomas Amon, Secretary	 	 	 	 







 









 





SINOFRESH HEALTHCARE, INC.




               The Consulting Agreement is hereby incorporated by reference in and made a
part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of
the Company and the Holder.



               Warrants may be exercised to receive Shares from the Company at any time
on or before the Expiration Date. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering at the Company Office the
Warrant Certificate, with the form of election to receive set forth hereon
properly completed and executed at the Company Office. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall
be issued to the Holder hereof or its assignee a new Warrant Certificate
evidencing the number of Warrants not exercised. No adjustment shall be made
for any cash dividends on any Shares issuable upon exercise of this Warrant.



               The Company shall not be required to issue fractions of Warrants or
fractions of Shares or any certificates which evidence fractional Warrants or
fractional Shares. In lieu of such fractional Warrants and fractional Shares, a
full Warrant or a full Share (rounded up to the nearest whole number), as the
case may be, shall be issued to the Holder of the Warrants with respect to
which such fractional Warrants or fractional Shares would otherwise be
issuable.



               Warrant Certificates, when surrendered at the Company Office, by the
registered holder thereof in person or by legal representative or by attorney
duly authorized in writing may be exchanged, in the manner and subject to the
limitations provided in this Warrant Certificate and the Consulting Agreement,
for another Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate a like number of Warrants.



               Upon due presentment for registration of transfer of this Warrant
Certificate at the Company Office, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in this Warrant Certificate
and the Consulting Agreement.



               The Company may deem and treat the Holder hereof as the absolute owner of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof and for
all other purposes, and the Company shall not be affected or in any way bound
by any notice to the contrary.



Form of Election to Receive




(To be executed upon exercise of Warrant prior to the close of business on the Expiration Date)




               The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive               Shares in accordance
with the terms hereof. The undersigned requests that a certificate
representing such Shares be registered in the name of                whose address
is                and that such certificate be delivered to                whose address is               .
If said number of Shares is less than all the Shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the balance of
the Shares be registered in the name of                whose address is                and that such Warrant Certificate be delivered to
               whose address is               .



	 	 	 	 	 
	Dated            ,         

	 	 	 	Employer Identification Number:
	 
	 	 	 	

	Name of holder of Warrant Certificate:	 	


(Please print)







	 	 	 	 	 	 	 
	Address:

	 	

	 	 	 	 
	

	 	

	 	Signature:
	 	









	 	 	Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatever and if the certificate representing the Shares or any
Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this
Warrant Certificate is registered, the signature of the Holder must
be guaranteed.






	 	 	 
	Signature Guaranteed:

	 	 
	 

	 	








Form of Assignment




               For
value received
             hereby sells, assigns and transfers unto
             the within Warrant Certificate, together with all rights,
title and interest therein, and does hereby irrevocably constitute and appoint
   attorney, to transfer said Warrant Certificate on the books of
the Company, with full power of substitution in the premises.



	 	 	 
	Dated:
______, ______
	 	Signature:
	 
	 	









	 	 	Note: The above signature must correspond with the name as written upon the face of this
Warrant Certificate in every particular, without alteration or enlargement or any change
whatever.





	 	 	 
	Signature Guaranteed: