EXHIBIT 10.14
**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 three hundred sixty thousand Dollars ($360,000) from SinoFreshLaboratories, Inc., an Alabama corporation (“Company”) in favor of Invest LincEquity Fund II, a Nevada limited partnership (“Lender”), which entity iscurrently the owner and holder of the Note and of all indebtedness evidencedthereby. Terms used herein with initial capital letters, to the extent nototherwise defined herein, shall have the meanings given 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 Noteas follows: (i) $72,000 toward the interestand principal amount upon execution of theAssumption Agreement, (ii) $72,000 towardprincipal and interest on or before February15, 2003 and (iii) $54,000 toward principaland interest quarterly thereafter until fullrepayment is made. In addition, on February15, 2003, the undersigned shall make apayment of $1,080 which shall not beconsidered a part of principal or interest onthe Note. Interest shall accrue and becomputed at the rate of ten percent (10%) perannum on the unpaid principal balance of thisNote for the period from the date of thisNote until the date of such interest payment.All payments shall first be applied tointerest and then to principal.Notwithstanding any provision to thecontrary, if SFH issues equity securities inexchange for cash and, at any time, twentypercent (20%) of the total cash receivedexceeds the amount of principal and
 

 

  interest 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 toherein as the “Excess Amount”), then thatExcess Amount shall be paid immediately toLender. On the Maturity Date, theundersigned shall pay the holder all unpaidprincipal and interest on this Note.   Principal and interest shall be payable atthe most recent address as the RegisteredHolder shall have designated to SFH inwriting. This Note is subject to optionalprepayment, in whole or in part from time totime, by SFH upon fifteen (15) days priorwritten notice to the holder. At any timeprior to such prepayment, the holder shallhave the right to convert his Note in wholeor in part into Series C Preferred Stock ofSFH 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 ofJune 30, 2004 or when the Excess Amount andany other amounts paid on this Note in theaggregate equal the amount due under thisNote.   ‘Primary Documents’ shall mean: This Note, asamended by this Allonge and the SecurityAgreement, as amended by the AssumptionAgreement by and between Lender and SFH ofeven date herewith”;
(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 cashprice per share of Series C Preferred Stockof SFH paid by the investors represented bySargon Capital, Inc. as it may be adjustedfrom time to time by any *pro rata*non-cashdistributions to holders of shares of SeriesC Preferred Stock of SFH, including withoutlimitation, stock dividends, stock splits andsecurities issued in a recapitalization.”;
(f) Section 7(m), (n) and (o), with respect to SFH, aredeleted;
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(g) Section 8(a)(i), with respect to SFH, instead shallread:
  “(i) Sell, transfer, lease, otherwisedispose of, mortgage, assign, pledge, grant asecurity interest in, or otherwise encumberany of the Company’s property, except withrespect to outsourced manufacturing providersbeing granted a lien in product made by suchprovider, which shall include, but not belimited to, Acumed, Inc., provided however,that as long as the Company receivesreasonably equivalent value in return theCompany is permitted to (A) sell, transfer,lease or otherwise dispose of assets that areobsolete and worn out or which are no longernecessary for the operation of the businessof the Company, or (B) sell manufactured orassembled goods in the ordinary course ofbusiness”;
(h) Section 8(a)(iii), with respect to SFH, is modifiedto 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 tochange its place of business in the State ofFlorida once within one year of thisAgreement’
(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 survive therepayment 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 Equity Fund II, a Nevada limited partnership      By: /s/ Craig Terrill       Name: Craig Terrill   Title: General Partner
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