Ex-10.14 February 1, 2001 Invest Linc II Allonge



 





EXHIBIT 10.14




ALLONGE




          This Allonge is attached to and made an integral part of that certain
Promissory Note (the “Note”) dated February 1, 2001, in the original principal
amount of three hundred sixty thousand Dollars ($360,000) from SinoFresh
Laboratories, Inc., an Alabama corporation (“Company”) in favor of Invest Linc
Equity Fund II, a Nevada limited partnership (“Lender”), which entity is
currently the owner and holder of the Note and of all indebtedness evidenced
thereby. Terms used herein with initial capital letters, to the extent not
otherwise defined herein, shall have the meanings given such terms in the Note.



          The Note was executed and delivered pursuant to that certain Security
Agreement dated February 1, 2001, between Company and Lender (the “Loan
Agreement”). The undersigned (“SFH”) has executed and delivered in favor of
Lender an Assumption Agreement pursuant to which the undersigned has assumed
certain of the “Obligations” under the Loan Agreement, including without
limitation the obligations evidenced by the Note, as amended hereby. This
Allonge is being executed and delivered in order to further implement the terms
and provisions of the Assumption Agreement. SFH hereby assumes all obligations
of Company in respect of the Note, to the same extent as if SFH had been an
original party as “Company” to the Note, as amended hereby. Lender shall be
entitled to enforce all of the obligations of Company under the Note against
each of Company and SFH, jointly and severally. From and after the date of this
Allonge, all references in the Note to Company shall mean and include both
Company and SFH.



          All terms and conditions of the Note, with respect to Company, shall
remain in full force and effect. The undersigned hereby expressly ratifies and
affirms all such terms and conditions as of the effective date hereof subject
to the following amendments:




	(a)	 	Section 2, with respect to SFH, rather than
referring to the IRR, shall refer to the 2002 Stockholders
Agreement of SinoFresh HealthCare, Inc., dated as of the date
hereof.
	 
	(b)	 	Section 3, with respect to SFH, instead shall read:






	 	 	“Until this Note is completely retired the
undersigned shall make payments on this Note
as follows: (i) $72,000 toward the interest
and principal amount upon execution of the
Assumption Agreement, (ii) $72,000 toward
principal and interest on or before February
15, 2003 and (iii) $54,000 toward principal
and interest quarterly thereafter until full
repayment is made. In addition, on February
15, 2003, the undersigned shall make a
payment of $1,080 which shall not be
considered a part of principal or interest on
the Note. Interest shall accrue and be
computed at the rate of ten percent (10%) per
annum on the unpaid principal balance of this
Note for the period from the date of this
Note until the date of such interest payment.
All payments shall first be applied to
interest and then to principal.
Notwithstanding any provision to the
contrary, if SFH issues equity securities in
exchange for cash and, at any time, twenty
percent (20%) of the total cash received
exceeds the amount of principal and




 









 






	 	 	interest paid on this Note while this Note
remains outstanding (the amount in excess of
the amount of principal and interest paid on
this Note while this Note remains outstanding
up to and including twenty percent (20%) of
total cash received shall be referred to
herein as the “Excess Amount”), then that
Excess Amount shall be paid immediately to
Lender. On the Maturity Date, the
undersigned shall pay the holder all unpaid
principal and interest on this Note.
	 
	 	 	Principal and interest shall be payable at
the most recent address as the Registered
Holder shall have designated to SFH in
writing. This Note is subject to optional
prepayment, in whole or in part from time to
time, by SFH upon fifteen (15) days prior
written notice to the holder. At any time
prior to such prepayment, the holder shall
have the right to convert his Note in whole
or in part into Series C Preferred Stock of
SFH as provided in Section 6 below.”;






	(c)	 	Section 5, the definitions of Maturity Date and
Primary Documents, with respect to SFH, instead shall read:






	 	 	‘Maturity Date’ shall mean the earlier of
June 30, 2004 or when the Excess Amount and
any other amounts paid on this Note in the
aggregate equal the amount due under this
Note.
	 
	 	 	‘Primary Documents’ shall mean: This Note, as
amended by this Allonge and the Security
Agreement, as amended by the Assumption
Agreement by and between Lender and SFH of
even date herewith”;






	(d)	 	Section 6(a), with respect to SFH, the term “Common
Stock” shall be deleted and replaced with “Series C Preferred
Stock.”
	 
	(e)	 	Section 6(b), with respect to SFH, instead shall
read:






	 	 	“For purposes hereof the term ‘Applicable
Conversion Price’ shall mean the lowest cash
price per share of Series C Preferred Stock
of SFH paid by the investors represented by
Sargon Capital, Inc. as it may be adjusted
from time to time by any pro rata non-cash
distributions to holders of shares of Series
C Preferred Stock of SFH, including without
limitation, stock dividends, stock splits and
securities issued in a recapitalization.”;






	(f)	 	Section 7(m), (n) and (o), with respect to SFH, are
deleted;




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	(g)	 	Section 8(a)(i), with respect to SFH, instead shall
read:






	 	 	“(i) Sell, transfer, lease, otherwise
dispose of, mortgage, assign, pledge, grant a
security interest in, or otherwise encumber
any of the Company’s property, except with
respect to outsourced manufacturing providers
being granted a lien in product made by such
provider, which shall include, but not be
limited to, Acumed, Inc., provided however,
that as long as the Company receives
reasonably equivalent value in return the
Company is permitted to (A) sell, transfer,
lease or otherwise dispose of assets that are
obsolete and worn out or which are no longer
necessary for the operation of the business
of the Company, or (B) sell manufactured or
assembled goods in the ordinary course of
business”;






	(h)	 	Section 8(a)(iii), with respect to SFH, is modified
to read as follows:
	 
	 	 	issue any additional stock, whether common or preferred
except for shares of common stock and Series A, B and C
preferred Stock previously issued and any shares of stock
issued for fair value; provided that Lender’s equity
interest in SFH shall not be diluted by such issuance,
unless and until the Note has been paid in full.
	 
	(i)	 	Section 8(a)(iv), with respect to SinoFresh
Laboratories, Inc. language regarding ceasing operations,
liquidating or dissolving is hereby deleted;
	 
	(j)	 	Section 8(c), with respect to SFH, is deleted;
	 
	(k)	 	Section 8(d), with respect to SFH, rather than
referring to the sum of $400,000, shall refer to the sum of
$1,000,000;
	 
	(1)	 	Section 8(i), with respect to SFH, shall be amended
to include the language:






	 	 	“except the Company shall be allowed to
change its place of business in the State of
Florida once within one year of this
Agreement’






	(m)	 	Section 8(1), with respect to SFH, is modified to
read as follows:
	 
	 	 	issue any shares of its capital stock or other securities of any
kind except as permitted in exchange for the Note, those shares
of common stock and Series A, B, and C stock previously issued
and those shares of stock issued for fair value; provided that
Lender’s equity shall not be diluted by such issuances unless and
until the Note has been paid in full.
	 
	(n)	 	Section 8(n), with respect to SFH, is deleted; and




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	(o)	 	Section 21 shall be deleted and the following
provision substituted therefor:






	 	 	“Survival. Sections 5 and 11-21 (and any
other provision which by its terms
contemplates such survival) shall survive the
repayment of the amounts due under this
Note.”





                    IN WITNESS WHEREOF, the undersigned has executed and delivered this
Allonge as of November 15, 2002.



	 	 	 	 	 
	 	 	SinoFresh HealthCare Inc., a Delaware corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Andrew Badolato
	

	 	 	 	
 
	

	 	 	 	Name: Andrew Badolato
	

	 	 	 	Title: President
	 
	 	 	 	 
	 	 	CONSENTED AND AGREED TO effective as of the 16th day of December, 2002:
	 
	 	 	Invest Linc Equity Fund II, a Nevada limited partnership
	 
	 	 	 	 
	

	 	By:
	 	/s/ Craig Terrill
	

	 	 	 	
 
	

	 	 	 	Name: Craig Terrill
	

	 	 	 	Title: General Partner








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