Charles A. Fust [Address Omitted]
Exhibit 10.23
Xxxxxxx X. Xxxx
[Address Omitted]
April 12, 2003
SinoFresh HealthCare, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
Re: Letters of Agreement with Xxxx Xxxxxx
Ladies and Gentlemen:
This letter will serve to confirm the intentions and understanding of the undersigned, Xxxxxxx X. Xxxx., on behalf of himself and his successors, assigns, legatees and personal representatives (“Fust”), regarding the letter of agreement dated October 21, 2003 between SinoFresh HealthCare, Inc. (“SFH”) and Xxxx Xxxxxx (the “October 21, 2003 Letter Agreement”), the letter of agreement between Xxxxxxx Xxxx and Xxxx Xxxxxx dated October 22, 2003 (the “October 22, 2003 Letter Agreement”), and the supplemental letter agreement between Xxxxxxx Xxxx on behalf of himself and SFH, and Xxxx Xxxxxx dated October 28, 2003 (the “October 28, 2003 Letter Agreement”), the three foregoing agreements being hereinafter referred to collectively as the “Agreements”).
It was never the intention of Fust to commit or obligate SFH, in any way, for the performance of Xxxx Xxxxxx’x “put” option regarding 1,229,723 shares of SFH Common stock or any other obligation related to the “put” option; rather, it was Xxxx’x intention for this to be a transaction between Fust and Xxxx Xxxxxx. As a result, all obligations resulting from the Agreements are to be borne by Fust personally. This can be evidenced by Xxxx’x placing 1,229,723 of Xxxx’x personally owned shares of SFH common stock in an escrow account held by the Xxxxxxx Xxxxxxxxx Xxx. Escrow Account for the benefit of Xxxx Xxxxxx’x “put” rights. These shares will remain in the escrow account until the earlier of Xxxx Xxxxxx exercising his “put” option and obtaining title to the escrowed shares or the expiration of the term of the “put” option as stated in the October 21, 2003 Letter Agreement.
Additionally, Fust hereby personally guarantees the satisfaction of any shares of stock required to be issued pursuant to Xx. Xxxxxx’x “put” rights obtained in the October 21, 2003 Letter Agreement whether they be issued from the aforementioned escrow account or from other shares of stock personally held by Fust or the Xxxxxxx Xxxx Family Limited Partnership.
SinoFresh HealthCare, Inc.
April 12, 2004
Page Two
Additionally, Fust hereby waives any and all rights that Fust may have received pursuant to the October 22, 2003 Letter Agreement as they relate to the assignment of the right to receive Consideration Shares (as defined in the October 22, 2003 Letter Agreement) from SFH to Fust.
Additionally, Fust agrees to indemnify and hold harmless SinoFresh HealthCare, Inc. from any and all costs and consideration associated with: (a) any exercises made pursuant to the “put” rights granted under the Agreements, and (b) any other actual or implied rights inuring to the benefit of Xxxx Xxxxxx under the Agreements.
The representations and agreements of Fust in this letter shall be effective as of the effective dates of the aforementioned Agreements.
Sincerely,
/s/ Xxxxxxx X. Xxxx
