**Exhibit 4.2**
**REGISTRATION RIGHTS AGREEMENT**
     **THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),**dated as of February 24, 2005 by andbetween SinoFresh HealthCare, Inc., a Florida corporation (the “Company”), and AdSouth Partners,Inc. (the “Holder.”)
     **WHEREAS,**the Company has agreed to issue to Holder a common stock purchase warrant (the“Warrant”) for One Hundred Thousand (100,000) shares (the “Common Stock Shares”) of its commonstock, no par value per share (the “Common Stock”), in payment for certain services provided; and
     **WHEREAS,**the Company has agreed to enter into this Agreement and grant to the Holder theregistration rights herein.
     **NOW, THEREFORE,**in consideration of the premises, promises and the mutual covenants containedherein, the Company and Holder hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the following capitalized terms shallhave the following meanings:
               “Commission” shall mean the Securities and Exchange Commission.
               “Effective Date” shall mean the date the Company executes this Agreement.
               “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
               “Registrable Stock” shall mean the Common Stock Shares issuable upon exercise of the Warrant,excluding Common Stock Shares: (a) which have been registered under the Securities Act pursuant toan effective registration statement filed thereunder and disposed of in accordance with theregistration statement covering them; or (b) which could be, in the opinion of counsel to theCompany, publicly sold as of the date in question pursuant to Rule 144 under the Securities Act.
               “Securities Act” shall mean the Securities Act of 1933, as amended.
2. Registration Rights.
               (a) “Piggyback Registration”. If the Company at any time or from time to timeproposes to register any of its Common Stock under the Securities Act (other than in connectionwith: (i) a registration on Form S-4 pertaining to a merger or similar transaction; or (ii)registration on Form S-8, or similar forms) the Company shall request that the managing underwriter(if any) of such underwritten offering include the Registrable Stock in the registration statementfor the underwritten offering in such registration. If such managing underwriter agrees to includethe Remittable Stock in the registration statement relating to the underwritten offering, theCompany shall at such time give prompt written notice to the Holder of its intention to effect suchregistration and of such Holder’s right under such proposed registration, and upon the request of the
1

 

Holder delivered to the Company within ten (10) days after giving such notice (which request shallspecify the Registrable Stock intended to be disposed of by the Holder), the Company shall use itsreasonable best efforts to include such Registrable Stock held by the Holder requested to beincluded in such registration; provided, however, that:
                    (i) If the underwriter of the Company’s proposed offering with respect to which the Holder hasmade a request pursuant to Section 2(a) advises the Company in writing that such inclusion islikely to adversely affect the market for the securities being registered for sale by the Company,the Company may refuse to include any of the Holder’s Registrable Stock in the registrationstatement filed with respect to such offering; provided, however, that if suchunderwriter advises the Company in writing that, in its opinion, the dollar amount or number ofsecurities requested to be included in such registration exceeds the dollar amount or number ofsecurities which can be sold in such offering, the amount of securities to be included in theCompany’s proposed offering and held by the Holder and all other holders having similar “piggyback”rights as the Holder shall be reduced by the amount indicated by the underwriter on a pro ratabasis among all of such holders with such reduction allocated in proportion to the total number ofsecurities each of such holders initially sought to have registered in connection with theCompany’s proposed offering.
                    (ii) the Company may, in its sole discretion and without the consent of the Holder, delay thefiling or effectiveness of the registration statement or withdraw such registration statement andabandon the proposed offering in which the Holder had requested to participate, but any abandonmentshall not preclude Holder’s subsequent request for registration pursuant to this Section 2 (a).
               (b) Option to Include Registrable Stock in Offering. The Holder, subject to theprovisions of Section 2(a), shall have the option to include any of the Holder’s Registrable Stockin the registration statement. The Company shall not be required to include the Holder’sRegistrable Stock in the registration statement relating to an underwritten offering of theCompany’s securities unless the Holder accepts the terms of the underwriting as agreed upon betweenthe Company and the underwriters selected by it (provided such terms are usual and customary forselling stockholders) and the Holder agrees to execute and/or deliver such documents in connectionwith such registration as the Company or the managing underwriter may reasonably request.
               (c) Cooperation with Company. The Holder will cooperate with the Company in allrespects in connection with this Agreement, including, timely supplying all information reasonablyrequested by the Company and executing and returning all documents reasonably requested inconnection with the registration and sale of the Registrable Stock.
3. Registration Procedures.
               (a) In connection with any registration under Section 2(a) hereof, the Company agrees asfollows:
                    (i) use its reasonable best efforts to cause such registration statement to become effectiveand remain effective for the period of the distribution contemplated thereby (determined ashereinafter provided).
2

 

                    (ii) prepare and file with the Commission such amendments and supplements to such registrationstatement and the prospectus used in connection therewith as may be necessary to keep suchregistration statement effective for the period specified in Section 3(a) and to comply with theprovisions of the Securities Act with respect to the sale or other disposition of all RegistrableStock covered by such registration statement in accordance with the sellers’ intended method ofdisposition set forth in such registration statement for such period;
                    (iii) furnish to Holder such numbers of copies of a summary prospectus or other prospectus,including a preliminary prospectus or any amendment or supplement to any prospectus, in conformitywith the requirements of the Securities Act, and such other documents, as such persons mayreasonably request in order to facilitate the public sale or other disposition of the RegistrableStock covered by such registration statement;
                    (iv) use its reasonable best efforts to register and qualify the Registrable Stock covered bysuch registration statement under such other securities or blue sky laws of such jurisdiction asthe Holder, in the case of an underwritten public offering, the managing underwriter, reasonablyshall request, and do any and all other acts and things which may be necessary or advisable toenable the Holder to consummate the public sale or other disposition in such jurisdiction of theRegistrable Stock, except that the Company shall not for any such purpose be required to: (i)qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualifiedor to file therein any general consent to service of process or be subject to any escrow or othersimilar conditions; or (ii) take any other actions or submit itself or its directors or officers toany restrictions, obligations or burdens having a material adverse economic effect on it or them;
                    (v) use its reasonable best efforts to list or cause to be quoted such securities on anysecurities exchange or national quotation service on which any securities of the Company are thenlisted or quoted, if the listing or quotation of such securities is then permitted under the rulesof such exchange or national quotation service;
                    (vi) enter into and perform its obligations under an underwriting agreement, if the offeringis an underwritten offering, in usual and customary form, with the managing underwriter orunderwriters of such underwritten offering; and
                    (vii) notify Holder and each underwriter under such registration statement, if any, at anytime when a prospectus relating thereto is required to be delivered under the Securities Act, ofthe happening of any event of which it has knowledge as a result of which the prospectus includedin such registration statement, as then in effect, includes an untrue statement of a material factor omits to state a material fact required to be stated therein or necessary to make the statementstherein not misleading in the light of the circumstances then existing.
               (b) For purposes of Sections 3(a) and 3(b) hereof, the period of distribution of RegistrableStock in a firm commitment underwritten public offering shall be deemed to extend until eachunderwriter has completed the distribution of all securities purchased by it, and the period ofdistribution of Registrable Stock in any other registration shall be deemed to extend until theearlier of the sale of all Registrable Stock
3

 

covered thereby or 30 days (or such other amount of time as determined by the Company in itssole discretion).
4. Expiration of Registration Rights. The obligations of the Company to register shares ofthe Registrable Stock under Section 2 of this Agreement, shall terminate one year after the date ofthis Agreement, unless such obligations terminate earlier in accordance with the terms of thisAgreement.
5. Expenses. All expenses incurred by the Company in complying with the provisions of thisAgreement, including, without limitation, all filing fees, printing expenses, fees anddisbursements of Company counsel and independent public accounts for the Company, fees and expenses(including counsel fees) incurred in connection with complying with state securities or “blue sky”laws, fees of the National Association of Securities Dealers, Inc., fees of transfer agents andregistrars and costs of issuance, but excluding any Selling Expenses and expenses of counsel forany Holder of the Registrable Stock, are called “Registration Expenses.” All underwritingdiscounts, selling commissions and underwriter expense reimbursement allowances applicable to thesale of Registrable Stock, any stock transfer taxes incurred with respect to the sale ofRegistrable Stock, as well as all fees and expenses of Holder’s legal counsel and other advisors,are called “Selling Expenses.”
The Company will pay all Registration Expenses in connection with each registration of RegistrableStock pursuant to the provisions of this Agreement. All Selling Expenses in connection with eachsuch registration statement shall be borne by the Holder.
6. Indemnification. In the event any Registrable Stock are included in a registrationstatement pursuant to this Agreement:
               (a) Company Indemnity. To the extent permitted by law, the Company shall indemnifyand hold harmless the Holder hereunder, its officers and directors, each underwriter of suchRegistrable Stock thereunder and each other person, if any, who controls such Holder or underwriterwithin the meaning of the Securities Act, against any losses, claims, damages, liabilities orexpenses to which they may become subject under the Securities Act or other federal or state law,insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof)arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a materialfact contained in such registration statement including any preliminary prospectus or finalprospectus contained therein or any amendments or supplements thereto; (ii) the omission or allegedomission to state therein a material fact required to be stated therein, or necessary to make thestatements therein, in light of the circumstances under which they were made, not misleading, andthe Company shall reimburse the Holder, each such underwriter and each such controlling person forany legal or other expenses reasonably incurred by them in connection with investigating ordefending any such loss, claim, damage, liability, expense or action; provided, however, that theCompany shall not be liable in any such case if and to the extent that any such loss, claim,damage, liability, expense or action arises out of or is based upon: (i) an untrue statement oralleged untrue statement or omission or alleged omission so made in conformity with informationfurnished by any such Holder, any such underwriter or any such controlling person in writingspecifically for use in such registration statement or prospectus; or (ii) such Holder’s failure todeliver a copy of the final prospectus as then amended or supplemented after the Company hasfurnished such Holder with a sufficient number of
4

 

copies of the same, but only if delivery of same is required by law and the same would havecured the defect giving rise to any such loss, claim, damage, liability, expense or action.
               (b) Holder Indemnity. In the event of a registration of any of Holder’s RegistrableStock under the Securities Act pursuant to the provisions of this Agreement, the Holder shallfurnish to the Company in writing such information and affidavits with respect to such Holder asthe Company reasonably requests for use in connection with any such registration statement (orprospectus contained therein) and the Holder will indemnify and hold harmless to the extentpermitted by law, the Company, each person, if any, who controls the Company within the meaning ofthe Securities Act, each officer and director of the Company, each underwriter and each person whocontrols any underwriter within the meaning of the Securities Act, against all losses, claims,damages, liabilities or expenses to which the Company or such officer, director, underwriter orcontrolling person may become subject under the Securities Act or other-wise, insofar as suchlosses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of orare based upon any statements or information provided by the Holder to the Company or underwriterin connection with the offer and sale of Registrable Stock. Notwithstanding the foregoing, theamount Holder shall be obligated to indemnify pursuant to this Agreement shall be limited to anamount equal to the proceeds received by Holder of the Registrable Stock sold pursuant to theregistration statement which gives rise to such obligation to indemnify.
               (c) Notice; Right to Defend. Any person entitled to indemnification hereunder agreesto give prompt written notice to the indemnifying party after the receipt by such person of anywritten notice of the commencement of any action, suit, proceeding or investigation or threatthereof made in writing for which such person will claim indemnification or contribution pursuantto this Agreement and, unless in the reasonable judgment of such indemnified party a conflict ofinterest may exist between such indemnified party and the indemnifying party, shall permit theindemnifying party to assume the defense of such claim with counsel reasonably satisfactory to suchindemnified party. If the indemnifying party is not entitled to, or elects not to, assume thedefense of a claim, it will not be obligated to pay the fees and expenses of more than one counselfor the indemnified party with respect to such claim. The indemnifying party will not be subjectto any liability for any settlement made without its consent. Failure of notice by a seller ofRegistrable Stock entitled to indemnification hereunder will not relieve the Company of itsobligations under this Section 6 unless the Company is actually prejudiced thereby.
               (d) Contribution. If the indemnification provided for in this Agreement is held by acourt of competent jurisdiction to be unavailable to an indemnified party with respect to any loss,liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu ofindemnifying such indemnified party thereunder, shall contribute to the amount paid or payable bysuch indemnified party as a result of such loss, liability, claim, damage or expense in suchproportion as is appropriate to reflect the relative fault of the indemnifying party on the onehand and of the indemnified party on the other hand in connection with the statements or omissionswhich resulted in such loss, liability, claim, damage or expense as well as any other relevantequitable considerations. The relevant fault of the indemnifying party and the indemnified partyshall be determined by reference to, among other things, whether the untrue or alleged untruestatement of a material fact or the omission to state a material fact relates to
5

 

information supplied by the indemnifying party or by the indemnified party and the parties’relative intent, knowledge, access to information and opportunity to correct or prevent suchstatement or omission.
               (e) Survival of Indemnity, The indemnification provided by this Agreement shall be acontinuing right to indemnification and shall survive the registration and sale of any RegistrableStock by any person entitled to indemnification hereunder and the expiration or termination of thisAgreement.
8. Assignment of Registration Rights. The rights of the Holder under this Agreement,including the rights to cause the Company to register Registrable Stock may not be assigned withoutthe written prior consent of the Company. In the event of any transfer, the transfer will only bepermitted if the transferee agrees to be bound by the provisions of this Agreement.
9. Notices.
               (a) All communications under this Agreement shall be in writing and shall be mailed bycertified mail return receipt requested, postage prepaid, or telegraphed or telexed withconfirmation of receipt or delivered by hand or by overnight delivery service,
                    (i)If to the company, at:        SinoFresh HealthCare, Inc.   516 Paul Morris Drive   Englewood, Florida 34223   Attn: Charles A. Fust, Chief Executive Officer
or at such other address as it may have furnished in writing to the Holder of Registrable Stock atthe time outstanding, or
                    (ii) if to the Holder of any Registrable Stock, to the address of such Holder as it appears inthe stock ledger of the Company.
               (b) Any notice so addressed, when mailed by certified mail return receipt requested shall bedeemed to be given three days after so mailed, when telegraphed or telexed shall be deemed to begiven when transmitted, or when delivered by hand or overnight delivery service shall be deemed tobe given when delivered.
10. Successors and Assigns. Except as otherwise expressly provided herein, this Agreementshall inure to the benefit of and be binding upon the successors and permitted assigns of theCompany and the Holder.
11. Amendment, Waiver and Termination. This Agreement may be amended, and the observanceof any term of this Agreement may be waived, but only with the written consent of the Company andthe Holder.
12. Counterparts. One or more counterparts of this Agreement may be signed by the parties,each of which shall be an original but all of which together shall constitute one and the sameinstrument.
6

 

13. Governing Law. This Agreement shall be construed in accordance with and governed bythe internal laws of the State of Florida, without giving effect to conflicts of law principles.
14. Invalidity of Provisions. If any provision of this Agreement is or becomes invalid,illegal or unenforceable in any respect, the validity, legality and enforceability of the remainingprovisions contained herein shall not be affected thereby.
15. Headings. The headings in this Agreement are for convenience of reference only andshall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
16. Entire Agreement. This Agreement expresses the entire understanding of the company andthe Holder with respect to the subject matter hereof and supersedes all prior and contemporaneousagreements and undertakings of the Company and the Holder with respect to the subject matterhereof.
     **IN WITNESS WHEREOF,**the undersigned have executed this Agreement effective as of the day andyear first above written.                 SINOFRESH HEALTHCARE, INC. ADSOUTH PARTNERS, INC.         By:                         Name: Charles Fust   Name:                    Title: Chairman and CEO   Title:          
7