Exhibit 10.3
ALLONGE AND PARTIAL ASSIGNMENT OF CONVERTIBLE NOTE
1.
Assignment.
For value received and pursuant to Section 3(c) of
that
certain Securities Purchase Agreement (the
"Securities Purchase
Agreement"),
dated as of May 31, 2005, by and among the Purchasers named on Schedule A to
this instrument (each an "Assignee" and
collectively, the "Assignees"), Castle &
Morgan Holdings, Inc., a Delaware corporation
("CSMH"), and Gaha Ventures, LLC,
A New York Limited Liability Company, Altitude Group, LLC, a New York
Limited
Liability Company, David Cantor, an individual and Fountainhead
Investments,
Inc., a Delaware corporation (collectively,
"Assignor"), Assignor
hereby sells,
assigns, transfers and conveys to Assignees
in the respective principal amounts
specified on Schedule A (with a pro rata
portion of all accrued interest and any
other amounts owed being similarly
assigned) all of the Assignor's rights, title
and interest in $26,460.00 (the "Assigned Amount") of the face amount of
that
certain Convertible Note dated as of April
1, 2005 made by CSMH in favor of the
Assignor in the original principal amount of $52,920 which is
attached hereto
marked Exhibit A (the "Convertible Note"),
and all accrued interest and payments
thereon which are outstanding as of the
date of this Assignment relating to the
Assigned Amount (collectively, all such principal, interest and other amounts
outstanding under the Convertible Note are
referred to herein as "Obligations").
2.
Assignor's
Representations.
Assignor
represents
and warrants to
Assignee as follows:
(a) The Assignor
has good, valid and marketable title to the
Convertible
