Ex-10.15 February 1, 2001 Invest Linc Allonge



 





EXHIBIT 10.15




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 one hundred forty thousand Dollars ($140,000) from SinoFresh
Laboratories, Inc., an Alabama corporation (“Company”) in favor of Invest Linc
Emerging Growth Equity Fund I, L.L.C. a Nevada limited liability company
(“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) $28,000 toward the interest and
principal amount upon execution of the
Assumption Agreement, (ii) $28,000 toward
principal and interest on or before February
15, 2003 and (iii) $21,000 toward principal and
interest quarterly thereafter until full
repayment is made. In addition, on February 15,
2003, the undersigned shall make a payment of
$420 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 Emerging Growth Equity Fund I, L.L.C. a
	 	 	Nevada limited liability company
	 
	 	 	 	 
	

	 	By:
	 	/s/ Craig Terrill
	

	 	 	 	
 
	

	 	 	 	    Name: Craig Terrill
	

	 	 	 	    Title:   Managing Member








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