EXHIBIT 10.15
**ALLONGE**
          This Allonge is attached to and made an integral part of that certainPromissory Note (the “Note”) dated February 1, 2001, in the original principalamount of one hundred forty thousand Dollars ($140,000) from SinoFreshLaboratories, Inc., an Alabama corporation (“Company”) in favor of Invest LincEmerging 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 ofall indebtedness evidenced thereby. Terms used herein with initial capitalletters, to the extent not otherwise defined herein, shall have the meaningsgiven such terms in the Note.
          The Note was executed and delivered pursuant to that certain SecurityAgreement dated February 1, 2001, between Company and Lender (the “LoanAgreement”). The undersigned (“SFH”) has executed and delivered in favor ofLender an Assumption Agreement pursuant to which the undersigned has assumedcertain of the “Obligations” under the Loan Agreement, including withoutlimitation the obligations evidenced by the Note, as amended hereby. ThisAllonge is being executed and delivered in order to further implement the termsand provisions of the Assumption Agreement. SFH hereby assumes all obligationsof Company in respect of the Note, to the same extent as if SFH had been anoriginal party as “Company” to the Note, as amended hereby. Lender shall beentitled to enforce all of the obligations of Company under the Note againsteach of Company and SFH, jointly and severally. From and after the date of thisAllonge, all references in the Note to Company shall mean and include bothCompany and SFH.
          All terms and conditions of the Note, with respect to Company, shallremain in full force and effect. The undersigned hereby expressly ratifies andaffirms all such terms and conditions as of the effective date hereof subjectto the following amendments:
(a) Section 2, with respect to SFH, rather thanreferring to the IRR, shall refer to the 2002 StockholdersAgreement of SinoFresh HealthCare, Inc., dated as of the datehereof. (b) Section 3, with respect to SFH, instead shall read:
  “Until this Note is completely retired theundersigned shall make payments on this Note asfollows: (i) $28,000 toward the interest andprincipal amount upon execution of theAssumption Agreement, (ii) $28,000 towardprincipal and interest on or before February15, 2003 and (iii) $21,000 toward principal andinterest quarterly thereafter until fullrepayment is made. In addition, on February 15**,**2003, the undersigned shall make a payment of$420 which shall not be considered a part ofprincipal or interest on the Note. Interestshall accrue and be computed at the rate of tenpercent (10%) per annum on the unpaidprincipal balance of this Note for the periodfrom the date of this Note until the date ofsuch interest payment. All payments shall firstbe applied to interest and then to principal.Notwithstanding any provision to the contrary,if SFH issues equity securities in exchange forcash and, at any time, twenty percent (20%) ofthe total cash
 

 

  received exceeds the amount of principal andinterest paid on this Note while this Noteremains outstanding (the amount in excess ofthe amount of principal and interest paid onthis Note while this Note remains outstandingup to and including twenty percent (20%) oftotal cash received shall be referred to hereinas the “Excess Amount”), then that ExcessAmount shall be paid immediately to Lender. Onthe Maturity Date, the undersigned shall paythe holder all unpaid principal and interest onthis Note.   Principal and interest shall be payable at themost recent address as the Registered Holdershall have designated to SFH in writing. ThisNote is subject to optional prepayment, in wholeor in part from time to time, by SFH uponfifteen (15) days prior written notice to theholder. At any time prior to such prepayment,the holder shall have the right to convert hisNote in whole or in part into Series C PreferredStock of SFH as provided in Section 6 below.”;
(c) Section 5*,*the definitions of Maturity Date andPrimary Documents, with respect to SFH, instead shall read:
  ‘Maturity Date’ shall mean the earlier of June30, 2004 or when the Excess Amount and any otheramounts paid on this Note in the aggregate equalthe amount due under this Note.   ‘Primary Documents’ shall mean: This Note, asamended by this Allonge and the SecurityAgreement, as amended by the Assumption Agreementby and between Lender and SFH of even dateherewith”;
(d) Section 6(a), with respect to SFH, the term “CommonStock” shall be deleted and replaced with “Series C PreferredStock.” (e) Section 6(b), with respect to SFH, instead shallread:
  “For purposes hereof the term ‘ApplicableConversion Price’ shall mean the lowest cash priceper share of Series C Preferred Stock of SFH paidby 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 ofshares of Series C Preferred Stock of SFH,including without limitation, stock dividends,stock splits and securities issued in arecapitalization.”;
(f) Section 7(m), (n) and (o), withrespect to SFH, are deleted;
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(g) Section 8(a)(i), with respect toSFH, instead shall read:
  “(i) Sell, transfer, lease, otherwise disposeof, mortgage, assign, pledge, grant a securityinterest in, or otherwise encumber any of theCompany’s property, except with respect tooutsourced manufacturing providers beinggranted a lien in product made by suchprovider, which shall include, but not belimited to, Acumed, Inc., provided however,that as long as the Company receives reasonablyequivalent value in return the Company ispermitted to (A) sell, transfer, lease orotherwise dispose of assets that are obsoleteand worn out or which are no longer necessaryfor the operation of the business of theCompany, or (B) sell manufactured or assembledgoods 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 preferredexcept for shares of common stock and Series A, B and Cpreferred Stock previously issued and any shares of stockissued for fair value; provided that Lender’s equityinterest 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 SinoFreshLaboratories, 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 thanreferring 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 amendedto include the language:   “except the Company shall be allowed to changeits place of business in the State of Floridaonce within one year of this Agreement’ (m) Section 8(1), with respect to SFH, is modified toread as follows:   issue any shares of its capital stock or other securities of anykind except as permitted in exchange for the Note, those sharesof common stock and Series A, B, and C stock previously issuedand those shares of stock issued for fair value; provided thatLender’s equity shall not be diluted by such issuances unless anduntil 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 followingprovision substituted therefor:
  “Survival. Sections 5 and 11-21 (and anyother provision which by its termscontemplates such survival) shall survivethe repayment of the amounts due under thisNote.”
                    IN WITNESS WHEREOF, the undersigned has executed and delivered thisAllonge 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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