0000950144-05-005722 Sample Contracts

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SinoFresh HealthCare, Inc.
Sinofresh Healthcare Inc • May 18th, 2005 • Pharmaceutical preparations • Florida

THIS CERTIFIES THAT for value received, AdSouth Partners, Inc., (together with successors and assigns, the “Holder”), is entitled to subscribe for and purchase One Hundred Thousand (100,000) shares (the “Shares”) of Common Stock, no par value per share, of SinoFresh Healthcare, Inc., a Florida corporation (the “Company”), at an exercise price per share of Common Stock equal to One Dollar ($1.00) (the “Exercise Price”), subject to the provisions and upon the terms and conditions set forth herein. This Warrant is being issued pursuant to that certain engagement letter with the Company dated February 12 , 2005 (the “Letter”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 18th, 2005 • Sinofresh Healthcare Inc • Pharmaceutical preparations • Florida

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2005 by and between SinoFresh HealthCare, Inc., a Florida corporation (the “Company”), and AdSouth Partners, Inc. (the “Holder.”)

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